Common use of Limitations Clause in Contracts

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.

Limitations. With (a) Except with respect to Fraud or any breach or inaccuracy of any Fundamental Representation, no amount of indemnity shall be payable hereunder as a result of any claim arising under Section 6.2(a) or Section 6.3(a) in connection with a breach or inaccuracy of a representation or warranty (i) with respect to any claim for such individual breach or inaccuracy, unless the aggregate Losses arising from such breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) inaccuracy exceeds [**] and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aii) 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 all Losses in excess of such amount. The maximum aggregate Losses liability of Buyer 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 $50,000(A) except with respect to Fraud or any breach or inaccuracy of any Fundamental Representation, an aggregate amount equal to [**], (B) with respect to any breach 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) NO 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, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES OR ATTORNEYS FEES, COSTS 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, EXCEPT TO THE EXTENT PAYABLE PURSUANT TO ANY THIRD PARTY CLAIM. (c) Each Indemnified Party shall take, and then 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 of necessary to remedy the breach that gives rise to such excess (Loss. If an Indemnified Party fails to use its commercially reasonable efforts to mitigate a Loss, the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first Losses to which such Indemnified Person is entitled to be indemnified pursuant to this ARTICLE VI shall --- be satisfied out of the Escrow Amount; provided that reduced to the extent the Escrow Amount is insufficient Indemnifying Party demonstrates that the Indemnified Party’s failure to satisfy use its commercially reasonable efforts to mitigate such Loss increased the amount of such Loss. (d) The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any remaining indemnification liability, Buyer shall then be entitled to proceed directly against SellerLosses under this Agreement. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach calculation of any of the covenants or agreements contained in Section 14 will not be Loss subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.indemnification under this

Limitations. With (a) No amounts of indemnity shall be payable by SLG, SLGOP and Manager Corp as a result of any claim arising under clause (a) of Section 7.2 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 exceeds $20,000 (any such Losses being “Qualifying Losses”) and (ii) unless and until Parent 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 “SLGOP Deductible”), in which case Parent Indemnified Parties may bring a claim for such Losses to the extent the aggregate amount of such Losses exceeds the SLGOP Deductible; provided, that such limitation shall not apply to any claim for the Losses based upon a breach of any Fundamental Representation. The maximum aggregate Liability of SLG, SLGOP and Manager Corp under clause (a) of Section 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 contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) unless the Losses in respect of such claim or series of related claims are Qualifying Losses and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aii) unless and until the aggregate Manager Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses of Buyer exceed $50,000, and then only referred to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- that clause in excess of $2,200,000 500,000 in the aggregate (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of “Parent Deductible”) in which case the Escrow Amount; provided that Manager Indemnified Parties may bring a claim for such Losses to the extent the Escrow Amount is insufficient aggregate amount of such Losses exceeds the Parent Deductible; provided, that no such limitation exists with respect to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any a claim based on a breach of any of Parent’s Fundamental Representations. The maximum aggregate Liability of Parent under clause (a) of Section 7.3 shall not exceed the covenants or agreements Indemnity Amount; provided, that no such limitation exists with respect to a claim based on a breach of any of Parent’s Fundamental Representations. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that the breach by SLGOP of the representation and warranty contained in Section 14 will 3.6 shall not be subject to in and of itself result in a Loss; provided, that the Deductible foregoing shall not prevent or otherwise affect a determination that the Cap, nor will the Deductible or the Cap underlying cause of such breach shall have resulted in a Loss. (d) Nothing in this Section 7.4 shall apply in the case of fraudto, or with in any way limit the obligations of, an Indemnifying Party under Section 7.5 to pay all defense costs in respect to Excluded Liabilitiesof third-party claims. (e) Nothing in this Section 7.4 shall apply to, or in any way limit the obligations of the parties under Article VI.

Limitations. With (a) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2 exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity under this Article VII shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.11; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations shall not exceed the Purchase Price. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), has occurred. (c) subsections (i) and (iii) in NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR 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 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities7.2.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything to the firstcontrary herein, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iiithe aggregate liability of the Equityholders for Damages under Section 9.2(a)(i) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)shall not exceed the Escrow Funds, and (gii) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller Equityholders shall not have any obligation to indemnify Buyer from and against Losses (abe liable under Section 9.2(a)(i) unless and until the aggregate Losses of Buyer Damages for which they would otherwise be liable under Section 9.2(a)(i) exceed $50,000200,000 (at which point the Equityholders shall become liable for the aggregate Damages under Section 9.2(a)(i), and then only not just amounts in excess of $200,000; provided that the limitations set forth in this sentence shall not apply to (x) a claim pursuant to Section 9.2(a)(i) relating to a breach by the extent Company or the Equityholders of such excess a Fundamental Representation, for which the aggregate liability of the Equityholders shall not exceed the aggregate consideration received by the Equityholders pursuant to this Agreement (the "Deductible"“Cap”), nor or (y) any claims based on fraud, which shall be unlimited. Solely for purposes of this Article IX, all representations and warranties of the Company in Article II (other than 2.6, 2.7, 2.15(x) and 2.32) and of the Equityholders in Article IX shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of ▇▇▇▇.▇▇▇ for an Damages under Section 9.2(b)(i) shall not exceed the Escrow Funds, and (ii) ▇▇▇▇.▇▇▇ shall not be liable under Section 9.2(b)(i) unless and until the aggregate amount Damages for which it would otherwise be liable under Section 9.2(b)(i) exceed $200,000 (at which point ▇▇▇▇.▇▇▇ shall become liable for the aggregate Damages under Section 9.2(b)(i), and not just amounts in ---------- excess of $2,200,000 (the "Cap"200,000). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that the limitations set forth in this sentence shall not apply to (x) a claim pursuant to Section 9.2(b)(i) relating to a breach by ▇▇▇▇.▇▇▇ of a Fundamental Representation, for which the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer aggregate liability of ▇▇▇▇.▇▇▇ shall then be entitled to proceed directly against Seller. The Deductible, but not exceed the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of or (y) any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of claims based on fraud, or which shall be unlimited. Solely for purposes of this Article IX, all representations and warranties of ▇▇▇▇.▇▇▇ in Article III (other than 3.4, 3.6, 3.7 and 3.18) shall be construed as if the term “material” and any reference to “▇▇▇▇.▇▇▇ Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties, which shall be unlimited. (c) Except with respect to Excluded Liabilitiesclaims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article IX and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences Reliant shall not be liable for any Loss described in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a8.1(a) unless and until the aggregate of all such Losses for which Reliant is liable is in excess of Buyer exceed Five Hundred Thousand Dollars ($50,000500,000), and then only in which event, Reliant shall be liable for all Losses in excess of such amount. Notwithstanding the foregoing, subsequent to the extent Closing Date in no event shall the liability of such excess Reliant under Section 8.1(a) exceed Ten Million Dollars ($10,000,000) in the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amountaggregate; provided that such limitation shall not apply to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants representations or agreements warranties of Reliant set forth in Sections 5.1, 5.2, 5.4(a), and 5.8 of this Agreement. (b) For the avoidance of doubt and without limitation to the provisions of Articles V and VI, neither Indemnifying Party shall have any obligation to indemnify, defend and hold harmless the Indemnified Party from and against any portion of Losses under Section 8.1 or Section 8.2 to the extent that such portion of such Losses results directly from any action taken by, omission of, or at the express written request of, such Indemnified Party. (c) 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 connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any right of set-off expressly provided for in any Other Agreement, which does not involve setting off amounts due under this Agreement. (d) 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 receiving notice of such dispute shall promptly notify and consult with the other Party concerning resolution of such dispute. (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the liability of Reliant under Section 14 will not be subject to 8.1(b) for non-compliance or any breach of the Deductible or the Cap, nor will the Deductible or the Cap apply covenant and agreement set forth in the case of fraud, or with respect to Excluded LiabilitiesSection 7.17 exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

Limitations. With (a) Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be 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 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 the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the 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 Indemnity Threshold; (b) provided, however, that the foregoing provisions of Section 6.3(a) shall not apply with respect to any claim for the act of fraud or any breach of any representation or warranty contained inaccuracy in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(sSections 3.1, 3.2(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess 3.13 (the "Deductible"“Specified Representations”), nor . (bc) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply Other than in the case of any act of fraud (in which case the Uncapped Liabilities. Any breach Buyer Indemnified Parties’ and the Seller Indemnified Parties’ rights shall not be limited by anything set forth in this Article VI 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 covenants 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 agreements contained 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 14 will 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 Deductible or Indemnifying Party thereafter. For purposes of this Section 6.3(e), a “Tax Benefit” means an amount by which the CapTax liability of the Indemnified Party actually is reduced by a deduction, nor will the Deductible or the Cap apply in the case reduction of fraudincome, or with respect a refund or credit, in other words the difference between (A) the aggregate amount of Taxes that the Indemnified Party would have been required to Excluded Liabilities.pay for the relevant Tax year if such Loss had not been incurred and

Limitations. With (a) The Earnout Amount shall be available to compensate Buyer for any Losses pursuant to the terms of this Agreement and Buyer may set-off against such payments the amount of any Losses, as set forth in Section 2.3(c). (b) Notwithstanding anything to the contrary herein, in the event of a breach of any representation or warranty (a “Breach”), except in the event of fraud or willful misconduct with respect to such Breach, (i) the aggregate liability of Seller for Damages under this Article VII shall not exceed Two Million Dollars ($2,000,000) (the “Cap Amount”), and (ii) Seller shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Buyer, or to which Buyer has otherwise becomes subject, exceeds Forty Thousand Dollars ($40,000) in the aggregate (the “Floor Amount”). If the total amount of such Damages exceeds the Floor Amount) in the aggregate, then Buyer shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (including the Floor Amount), up to the Cap Amount. Any qualifications or exceptions relating to materiality with respect to any claim representations or warranties shall be disregarded for the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation or warranty. (c) Notwithstanding anything to the contrary herein, except in the event of fraud or willful misconduct with respect to the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the firstwarranty, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) the aggregate liability of Buyer for Damages under this Article VII shall not exceed the Cap Amount, and (iiiii) Buyer shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Seller, or to which Seller has otherwise becomes subject, exceeds the Floor Amount in Section 4.4 the aggregate. If the total amount of such Damages exceeds the Floor Amount in the aggregate, then Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (Absence of Conflict or Breachincluding the Floor Amount), up to the Cap Amount. Any qualifications or exceptions relating to materiality with respect to any representations or warranties shall be disregarded for the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation or warranty. (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or Except with respect to Excluded Liabilitiesclaims based on fraud or willful misconduct, the rights of the Indemnified Persons under this Article VII shall be the exclusive remedy of the Indemnified Persons with respect to claims resulting from or relating to any misrepresentations, breach of warranty or failure to perform any covenant contained in this Agreement.

Limitations. With (a) Except with respect to (i) Taxes or (ii) any claim for the 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 Losses with respect to the matters contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a9.2(a)(i) unless and until the aggregate of all Losses therefrom for which SE Corp would otherwise be liable exceeds an amount equal to $106,000,000 (the “Deductible”), after which SE Corp shall only be liable for Losses in excess of Buyer exceed $50,000the Deductible. (b) 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, and then only 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 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 excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 9.4(a). (c) In no event shall SE Corp’s aggregate liability to the SEP Indemnified Parties for Losses with respect to the matters contained in Section 9.2(a)(i) exceed $1,060,000,000 (the “Cap”), 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 suffered by a Company, 100% of such excess Losses (and not just the "Deductible"), nor (bpercentage thereof that 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 under Section 6.8(a) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out Losses suffered by any of the Escrow Amount; provided Companies, such SEP Indemnified Party shall only be entitled to recover the percentage of such Losses that represents SEP’s interest in the relevant Company. (f) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement. (g) Notwithstanding anything to the Escrow Amount contrary in this Agreement, 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 Party for which such SEP Indemnified Party is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Sellerindemnification under this Agreement. (h) 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. The DeductibleIn the event an Indemnified Party fails to so mitigate an indemnifiable Loss, but not the Cap, Indemnifying Party shall apply in have no liability for any portion of such Loss that reasonably could have been avoided had the case Indemnified Party made such efforts. Without limiting the generality of the Uncapped Liabilities. Any breach 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 mitigating the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiespossible Losses arising therefrom.

Limitations. With (a) 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 Damages resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all General Representation Claims shall be capped at the General Representation Cap. (b) In the case of any Specified Representation Claim, each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all Specified Representation Claims shall be capped at the Specified Representation Cap. (c) In the case of any Claim under (A) Section 10.2(a) with respect to any claim Fundamental Representation or any certifications made with respect thereto pursuant to Section 8.2(a), (B) any of clauses (b) through (k) of Section 10.2 or (C) Section 10.2(l) with respect to any of the matters in the foregoing clauses (A) and (B) ((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 Damages resulting therefrom, provided that the aggregate liability for the breach Indemnifying Parties for all Claims for Special Matters shall be capped at the Merger Consideration actually received (and, for the avoidance of doubt, amounts in the Escrow Fund and the Expense Fund and Parent Shares subject to the Restriction Agreement shall be treated as “actually received” for this Section 10.3(c)) by the Indemnifying Parties pursuant to Sections 2.3(c) and (d). (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Indemnifying Party who committed, participated in or had actual knowledge of fraud, intentional misrepresentation or willful breach. (e) No 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 $450,000 (the “Basket”), in which case the Indemnified Parties may recover 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 contained in Section 4 (except for representations to be true and warranties concerning (a) correct as of any particular date, any materiality, Material Adverse Effect or similar qualification limiting the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence scope of Conflict such representation or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), warranty shall be disregarded. (f) Notwithstanding anything herein to the contrary, for purposes of calculating or determining the amount of Damages incurred under Section 4.29 (Brokerage)10.2, and (g) Losses arising out there shall be deducted from any Damages an amount equal to the amount of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard proceeds actually received by any Indemnified Party from any third-party insurer for such Damages (after giving effect to any Plan(s), which are collectively referred deductible or retention or increase in premium associated therewith to as the "Uncapped Liabilities") extent paid or any claim for the breach payable and net of any other costs, Taxes and expenses of recovery or collection thereof); provided, however, that none of the representation or warranty on behalf of Seller contained herein, Seller Indemnified Parties shall not have any obligation to indemnify Buyer from and (i) seek recovery against Losses any insurance policies (aother than the Tail Policy), or (ii) unless and until obtain insurance coverage or other third-party protection with respect to any particular matter (other than the aggregate Losses maintenance of Buyer exceed $50,000the Tail Policy as provided in Section 5.17). (g) 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. (h) Notwithstanding anything to the contrary contained in this Agreement, and then only under no circumstances will any Indemnified Party be entitled to recover punitive damages under this Article 10 (except to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that punitive damages are awarded to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply a third party or in the case of the Uncapped Liabilities. Any breach of any of the covenants intentional misrepresentation or agreements contained willful breach). (i) The rights to indemnification, compensation or reimbursement set forth in Section 14 will this Agreement shall not be subject to affected by any investigation conducted by any Indemnified Party, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the Deductible Agreement Date or the CapClosing Date), nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesthe accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant, agreement or obligation or the existence of facts and circumstances that provide the basis for a Claim hereunder.

Limitations. With respect The Indemnifying Party’s liability for all claims for indemnifiable Losses made under Section 7.2(a)(i) (each a “Claim”) shall be subject to any claim for the breach of any representation or warranty contained in Section 4 following limitations: (except for representations and warranties concerning (ax) the firstIndemnifying Party shall have no liability for any individual Claim until the amount of the Loss finally determined to have been incurred or paid equals or exceeds $50,000 (each, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokeragea “Qualified Loss”), and (gy) the Indemnifying Party shall have no liability for any Claims until the aggregate amount of the Qualified Losses arising out finally determined to have been incurred or paid shall exceed [***] ([***]) of any the Purchase Price, in which case the Indemnifying Party shall be liable for all Qualified Losses, and (z) the Indemnifying Party’s aggregate liability for all inaccurate representations and warranties such Losses shall not exceed [***] ([***]) of the Purchase Price. None of the limitations set forth in this Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"7.3(a) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of any Losses or other indemnification matter based upon, arising out of, or relating to (i) intentional misrepresentations, fraud or criminal matters or (ii) any misrepresentation or breach of warranty under Section 3.1 (Organization, Qualification and Power), 3.2 (Authorization of Transaction), 3.5 (Title to Assets) or 3.14 (Taxes) (collectively, the Uncapped Liabilities. Any “Fundamental Representations”); provided, however, that the Indemnifying Party’s aggregate liability for all such Losses resulting from a breach of any of the covenants or agreements contained in Section 14 will Fundamental Representations shall not be subject exceed the Purchase Price, inclusive of any other amounts actually paid out pursuant to this Article VII; provided, further, for the sake of clarity, that to the Deductible extent Buyer is an Indemnified Party, Buyer may only obtain recovery for a Loss from a Claim against either Seller or Vivus Real Estate, but not both, as the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesIndemnifying Party.

Limitations. With (a) No Buyer Indemnified Person may recover any Escrow Cash in respect to of any claim for the breach of any representation or warranty contained in indemnification that is made pursuant to Section 4 11.2(a)-(b) (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections does not involve (i) and a Fundamental Representation, (ii) the IP Representations or (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aFraud) unless and until the aggregate Losses amount of Buyer exceed Damages that may be claimed pursuant to Section 11.2(a)-(b) exceeds one hundred thousand dollars ($50,000100,000) (the “Threshold”), and then only to once the extent Threshold has been reached, the Buyer Indemnified Person may make claims for indemnification and may receive Escrow Cash for all Damages (including the amount of such excess (the "Deductible"Threshold), nor . (b) for an aggregate amount Subject to Section 11.3(c), if the Equity Purchase is consummated, recovery from the Escrow Cash shall be the sole and exclusive remedy under this Agreement, except (i) in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out respect of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitymatters listed in clauses (a)-(b) of Section 11.2, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any either (A) any breach of any of the covenants Fundamental Representations or agreements contained IP Representations or (B) Fraud, (ii) in respect of the matters listed in clause (c) of Section 14 will not be subject to the Deductible or the Cap11.2, nor will the Deductible or the Cap apply in the case of fraudwillful breaches of such covenants or agreements or breaches of such covenants or agreements following the Closing, and (iii) for any matters listed in the foregoing clauses (d)-(g) of Section 11.2 ((i)-(iii) collectively, the “Fundamental Matters”). In the case of the Fundamental Matters, the Indemnifying Persons shall be liable for the amount of any Damages resulting therefrom. Notwithstanding anything in this Agreement to the contrary, in no event shall (i) the maximum liability of the Indemnifying Parties exceed in the aggregate one million dollars ($1,000,000) under Section 11.2(a)-(b) in respect of any representation or warranty with respect to Excluded Liabilitiesthe Hiperos Financial Statements in Section 3.8 or elsewhere in the Agreement to the extent they reflect or are based on the financial results of the Other Opus Company or are not related to the Business or Hiperos; (ii) the maximum liability of the Indemnifying Parties under Section 11.2(a)-(b) in respect of the IP Representations and Section 11.2(e)-(g) exceed in the aggregate twenty-five percent (25%) of the Purchase Price actually received by the Sellers; or (iii) the maximum liability of the Indemnifying Parties under this Article 11 exceed the amount of the Purchase Price actually received by the Sellers except in all cases in the case of claims under Section 11.2(a)-(b) based on Fraud by or with the actual knowledge of the Sellers. (c) From and after the Closing, the Buyer Indemnified Persons’ sole and exclusive remedy against the Sellers and each of their respective Non-Recourse Parties, whether in any individual, corporate or any other capacity, with respect to any and all claims relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under securities laws or otherwise, shall be pursuant to the provisions of this Article 11 and the provisions of the Escrow Agreement. In furtherance of the foregoing, Buyer hereby waives and releases to the fullest extent permitted under applicable Law, each Seller and each of their respective Non-Recourse Parties, whether in any individual, corporate or any other capacity, from and against any and all other rights, claims and causes of action it may have against each Seller or any of their respective Non-Recourse Parties relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby (including relating to any exhibit, schedule or document delivered hereunder), including whether arising under or based upon any Law or otherwise. The provisions in this Agreement relating to indemnification, and the limits imposed on the Buyer Indemnified Persons’ remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 11.3(c)) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to the Sellers hereunder. No Buyer Indemnified Person may avoid the limitations on liability set forth in this Article 11 by seeking damages for breach of contract, tort or pursuant to any other theory of liability. Notwithstanding anything to the contrary in this Section 11.3(c), nothing in this Section 11.3(c) shall prejudice or limit in any way any Fraud claim. (d) Damages shall be calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums), it being understood that the Buyer Indemnified Persons shall use commercially reasonable efforts to seek recovery under any insurance policies maintained by Buyer or any Target with respect to any particular Damages which are covered by such policies, provided, however, that no Buyer Indemnified Person shall be required pursuant to this Agreement to obtain, maintain or not cancel any insurance policy. In the event that an insurance or other recovery is made by any Buyer Indemnified Person with respect to any Damage for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) shall be made reasonably promptly to the Indemnifying Parties. Furthermore, notwithstanding anything to the contrary, Damages shall not include any such Damages suffered or incurred (i) that are due to transactions undertaken by Buyer or the Targets occurring on the Closing Date but after the Closing that are outside of the ordinary course of business or (ii) that are due to the manner in which Buyer finances the transactions contemplated by this Agreement. (e) Buyer shall take, and shall cause the Targets and its and their Affiliates to take, reasonable measures to mitigate any Damages subject to indemnification hereunder (including taking steps to prevent any contingent liability from becoming an actual liability), to the extent required under applicable law. The Buyer Indemnified Persons shall not be entitled to recover or make a claim under this Article 11 for any Damages to the extent such Damages are taken into account in determining the Final Purchase Price. (f) Notwithstanding anything herein to the contrary but subject to the last sentence of Schedule 2.8(j), the Buyer Indemnified Persons’ sole remedy against the Indemnifying Parties with respect to Specified Taxes shall be limited as follows: (i) after the Buyer Indemnified Persons receive indemnification payments from the Indemnifying Parties in respect of Specified Taxes of $632,000 in the aggregate, the Indemnifying Parties shall not be liable for more than (50%) percent of any additional Specified Taxes and (ii) the maximum liability of the Indemnifying Parties under this Agreement with respect to Damages attributable to Specified Taxes shall not exceed $886,000 in the aggregate.

Limitations. With (a) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Damages relating to breaches of representations or warranties payable by Seller and Parent pursuant to Sections 9.2(a)(i) and (ii) of this Agreement shall not exceed $50,000,000. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Damages relating to breaches of representations or warranties payable by Buyer pursuant to Section 9.3(a) of this Agreement shall not exceed $50,000,000. (c) Notwithstanding anything to the contrary contained in this Agreement, no claim shall be made against Parent or Seller for indemnification under Section 9.2(a)(i) or (a)(ii) with respect to any claim for Damages unless the breach aggregate of any representation or warranty contained all such Damages described in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections clauses (i) and (iiiii) in of Section 4.4 9.2(a) shall exceed $1,000,000 (Absence of Conflict or Breachthe "Basket"), and Parent and Seller shall only be required to pay or be liable for any such Damages arising under such clauses (d) Section 4.8 (bi) and (cii) (Owned and Leased Tangible Personal Property), (eof Section 9.2(a) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for extent that their aggregate amount exceeds the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000Basket, and then only with respect to the extent Damages incurred in excess of such excess (amount, provided, however, that the "Deductible")Basket contained in this Section 9.5(c) shall not apply to, nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first and dollar-for-dollar recovery shall --- be satisfied available with respect to, Damages suffered, incurred or sustained which arise out of the Escrow Amount; provided that of, result from or are attributable to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach breaches of any of the covenants representations or agreements warranties contained in Section 14 will not be subject 3.2. (d) Notwithstanding any other provision to the Deductible or contrary, in no event shall Buyer, on the Cap, nor will the Deductible or the Cap apply in the case of fraudone hand, or Parent or Seller, on the other hand, be liable to the other for any consequential or punitive Damages resulting from any breach of this Agreement except to the extent that they are recovered against a Buyer Indemnified Party or a Seller Indemnified Party as an indemnified party with respect to Excluded Liabilitiesan indemnified Third Party Claim.

Limitations. With respect (a) ▇▇▇▇▇ shall not be required to make any claim indemnification payment pursuant to Section 9.2(a) for the any inaccuracy in or breach of any representation or warranty contained in Section 4 (except for of the representations and warranties concerning set forth in this Agreement (a) the firstother than those set forth in Sections 2.3, third and last sentences in Section 4.1 (Corporate Status2.6, 2.9(g), 2.16, and 2.20 which shall not be subject to the limitation set forth in this Section 9.3(a)) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages 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 Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate. If the total amount of such Damages exceeds $25,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for the portion of such Damages exceeding $25,000. (b) Following the Effective Time, the indemnification provisions of Section 4.3 (Authorizations 9.2 shall be the sole and Binding Obligations), (c) subsections (i) and (iii) exclusive remedies of the Indemnitees for any inaccuracy in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out breach of any and all inaccurate of the representations and warranties set forth in Section 4.18 2, and Section 3, respectively, except that the foregoing limitation shall not apply to Parent to the extent any such breach arises directly or indirectly from any circumstance involving fraud or intentional misrepresentation by ▇▇▇▇▇ or the Company or its Representatives, on the one hand, or by Parent or its Representatives, on the other hand. (c) The maximum liability of ▇▇▇▇▇ under this Section 9 for inaccuracies in or breaches of the representations and warranties set forth in Section 2 shall be equal to the total amount of the Merger Consideration to which all Company Stockholders were entitled pursuant to Section 1.5 of this Agreement with regard to any Plan(s), which are collectively referred to as except that the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller foregoing limitation shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only apply to the extent of any such excess breach arises directly or indirectly from any circumstance involving fraud or intentional misrepresentation by ▇▇▇▇▇ or the Company or its Representatives. (the "Deductible"), nor (bd) The limitations provided for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first this Section 9.3 shall --- not be satisfied out applicable to any Damages which shall become payable by ▇▇▇▇▇ as a result of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach failure of any of the covenants or agreements contained Company Stockholders to repay cash to Parent as a result of a reduction of the Closing Date Net Worth below the Company Baseline Net Worth as provided in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.1.13(a) hereof

Limitations. With Notwithstanding anything to the contrary contained in this Agreement or in any of the other Transaction Documents, the parties’ respective indemnification obligations under this Agreement shall be subject to the limitations contained in this Section 11.6. 11.6.1 Buyer and RDI shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party for any inaccuracy in or breach of a representation or warranty pursuant to Sections 11.1.1(a) and 11.1.2(a), as applicable, and Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party, for any inaccuracy in or breach of a representation or warranty pursuant to Section 11.2.1, unless the aggregate amount of all such Losses of the Seller Indemnified Parties or the Buyer Indemnified Parties, respectively, exceeds an aggregate amount equal to $361,458 (the “Deductible”), after which event the Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, shall be entitled to recover for all Losses in excess of the Deductible, subject to the other terms of this Agreement; provided, however, that the limitations set forth in this Section 11.6.1 shall not apply to Losses resulting from or arising in connection with any breach of the representations and warranties of Seller under Sections 3.1.15 and 3.1.17 hereof. 11.6.2 Buyer and RDI shall not be required to indemnify, defend or hold harmless the Seller Indemnified Parties, and Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties, for Losses in excess of an aggregate amount equal to 100% of the Purchase Price; provided, however, that the foregoing limitation shall not apply to (a) the payment of the Purchase Price by Buyer to Seller, (b) any indemnification pursuant to any of Sections 11.1.1(c), 11.1.2(c) or 11.2.3, as applicable, or (c) any indemnification arising out of a breach by Seller of its representation and warranty in Sections 3.1.4 or 3.1.5 (second, third, and penultimate sentences only) above. 11.6.3 The parties agree, for themselves and on behalf of their respective Affiliates, successors and assigns, that with respect to each indemnification obligation under this Agreement or any claim of the other Transaction Documents, the amount of any Losses shall be reduced by the amount, if any, of any federal, state or local income Tax benefit realized or any insurance proceeds received. 11.6.4 The parties agree that, except as otherwise expressly provided elsewhere in this Agreement or in any other Transaction Document, the indemnification provisions of this Article 11 shall be the sole and exclusive remedy for any breach of or inaccuracy in any representation, warranty, covenant or agreement contained in this Agreement or in any of the breach other Transaction Documents; provided, that either party shall be entitled to seek specific performance of the other party’s obligation to close the transaction contemplated by this Agreement. 11.6.5 No Indemnified Party shall seek or be entitled to, or accept payment of, any award or judgment for consequential, incidental, special, indirect or punitive damages or lost profits suffered by such Indemnified Party, whether based on statute, contract, tort or otherwise, and whether or not arising from the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault. 11.6.6 Seller shall have no indemnification obligation hereunder to the extent any Losses arose out of or resulted from the inaccuracy of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)Seller, and (g) Losses arising out Buyer or any Affiliate of any Buyer had actual knowledge of such inaccuracy prior to the execution and all inaccurate representations and warranties set forth in Section 4.18 delivery of this Agreement with regard to any Plan(s)by Buyer. For purposes of this Section, which are collectively referred to as the "Uncapped Liabilities") or any claim for term “actual knowledge” means the breach actual knowledge of any other one or more of the representation ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap")S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilityAdditionally, Buyer shall then be entitled deemed to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach have “actual knowledge” of any fact which has been disclosed in writing by Seller, its Affiliates or their respective officers, employees, agents or representatives to any outside attorney or accountant of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesBuyer.

Limitations. With (i) Notwithstanding anything to the contrary in this Agreement (but subject to the proviso in this sentence), Seller’s maximum aggregate Liability for indemnification pursuant to Section 8.2(a)(i) shall be limited to 20% of the Purchase Price; provided, however, that notwithstanding the foregoing: (A) Seller’s maximum aggregate Liability for indemnification pursuant to Section 8.2(a)(i) with respect to inaccuracies in, failures to be true of or breaches of the representations and warranties of Seller in the Category 1 Representations shall not exceed the Purchase Price; (B) Seller’s maximum aggregate Liability for indemnification pursuant to Section 8.2(a)(i) with respect to inaccuracies in, failures to be true of or breaches of the representations and warranties of Seller in the Category 1 Patent Representations shall not exceed 70% of the Purchase Price; (C) Seller’s maximum aggregate Liability for indemnification pursuant to Section 8.2(a)(i) with respect to inaccuracies in, failures to be true of or breaches of the representations and warranties of Seller in Section 2.9(a), (b), (e), (f), (g), (i), (l) and (m) (Codec Assets: Intellectual Property), shall not exceed 30% of the Purchase Price; (D) Without limiting the limitations set forth in Section 8.2(c)(i) above, except as set forth in Section 8.2(c)(ii), the maximum aggregate Liability of Seller for indemnification pursuant to this Agreement shall be limited to the Purchase Price; (E) Seller’s maximum aggregate Liability for indemnification pursuant to Section 8.2(a)(i) with respect to inaccuracies in, failures to be true of or breaches of any claim Category 1 Patent Representation, Category 2 Patent Representation or the representations and warranties of Seller in Section 2.5 (Condition of Assets) (but in the case of such Section 2.5 only to the extent such Liability would also be the result of inaccuracies in, failures to be true of or breaches of Category 1 Patent Representations or Category 2 Patent Representations), with respect to (i) subject to the further limitations in clause (ii), any specific single Purchased Patent, shall be limited to Ten Million Dollars ($10,000,000), and (ii) all Purchased Patents or Patent applications within any specific single Patent Family shall be limited to Twenty Million Dollars ($20,000,000); and (F) Notwithstanding anything to the contrary in this Agreement (but subject to the proviso in this sentence), Purchaser’s maximum aggregate Liability for indemnification pursuant to Section 8.2(b)(i) shall be limited to 20% of the Purchase Price; provided, however, that notwithstanding the foregoing, without limiting the limitations set forth in Section 8.2(c)(i) above, except as set forth in Section 8.2(c)(ii), the maximum aggregate Liability of Purchaser for indemnification pursuant to this Agreement shall be limited to the Purchase Price. (ii) Nothing in this Agreement shall limit any parties’ liability for fraud or intentional misrepresentation committed by such party. (iii) Seller and Purchaser shall, and shall cause their respective Subsidiaries, to mitigate damages they may incur as a result of any breach by the other party of any of the provisions of this Agreement consistent with and to the extent required by Applicable Law. (iv) A Purchaser Indemnitee’s right to indemnification under this Article based on any inaccuracy in, failure to be true of or breach of any representation or warranty contained shall not be diminished or otherwise affected in Section 4 (except for representations and warranties concerning (a) any way as a result of such Purchaser Indemnitee’s knowledge of such inaccuracy, failure to be true or breach as of the firstdate hereof, third and last sentences in Section 4.1 (Corporate Status)regardless of whether such knowledge exists as a result of the Purchaser Indemnitee’s investigation or as a result of disclosure by Seller or any of its Affiliates, (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties unless such disclosures were set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"or in all applicable Schedules hereto. (v) or any claim for the breach The waiver of any other condition to Closing based upon the accuracy of the any representation or warranty warranty, or on behalf the performance of Seller contained hereinor compliance with any covenant or agreement, Seller shall not have any obligation affect the right to indemnify Buyer from indemnification or other remedy based on such representations, warranties, covenants and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesagreements.

Limitations. With Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document: (a) (i) No Indemnified Party will be entitled to indemnification under Section 7.1(a) or Section 7.2(a) of this Agreement, as applicable, unless such Indemnified Party has incurred Losses in excess of $625,000 in the aggregate (the “Deductible”), in which case such Indemnified Party will be entitled to indemnification under Section 7.1(a) or Section 7.2(a) of this Agreement, as applicable, for the aggregate Losses with respect to such claims, including those incurred prior to exceeding the Deductible; and (ii) the maximum aggregate liability of the Indemnifying Party for Losses to which the Indemnified Party is entitled to indemnification under Section 7.1(a) or Section 7.2(a) of this Agreement, as applicable, shall be limited to $12,500,000 in the aggregate; provided, however, that neither the Deductible nor the maximum aggregate liability provided in (ii) herein shall apply to any claim for claims of, or causes of action arising out of, involving, or otherwise in respect of (1) any Fundamental Representation, (2) the breach of representations in Section 3.5, or (3) Fraud. (b) If Contributor breaches any representation or warranty contained in for which indemnification may be provided under Section 4 (except 7.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributee Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties concerning (a) the first, third that contain any qualification as to materiality will be deemed and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), interpreted to be a representation or warranty made without such qualification. (c) subsections If Contributee or STAR breaches any representation or warranty for which indemnification may be provided under Section 7.2(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributor Indemnified Party is entitled to indemnification for such breach, 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) The amount of any Loss for which indemnification is provided under this Article 7 shall be net of (i) and (iii) in Section 4.4 (Absence of Conflict any amounts recovered by the Indemnified Party pursuant to any indemnification by, or Breach)indemnification agreement with, any Third Party or, (dii) Section 4.8 third party insurance proceeds (bfor the avoidance of doubt, not including self-insurance or insurance with a captive insurance Affiliate) and (c) (Owned and Leased Tangible Personal Property)or other sources of reimbursement received, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out 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 Article 7. If the amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of any and all inaccurate representations and warranties set forth in Section 4.18 of amount otherwise required to be paid to an Indemnified Party pursuant to this Agreement with regard Article 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any Plan(s), which are collectively referred to as amount that the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall Indemnifying Party would not have any obligation had to indemnify Buyer from and against Losses (a) unless and until pay pursuant to this Article 7 had such determination been made at the aggregate Losses of Buyer exceed $50,000, and then only to the extent time of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiespayment.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) If the firstTransaction is consummated, third recovery from the Escrow Fund shall be the sole and last sentences exclusive remedy under this Agreement for the matters listed in Section 4.1 the foregoing clauses (Corporate Status), a) and (b) of Section 4.3 8.3, except in the case of (Authorizations i) any failure of the Fundamental Representations to be true and Binding Obligations)correct as aforesaid, (cii) subsections (iany Indemnifiable Damages arising out of, resulting from or in connection with the matter referenced in Section 8.3(h) and (iii) fraud, willful breach or intentional misrepresentation by any Seller (together, the “Fundamental Matters”). In the case of the Fundamental Matters, the Sellers shall be liable for the amount of any Indemnifiable Damages resulting therefrom; provided, however, that in the case of the Fundamental Matters, such liability shall be limited to the gross amount of the Purchase Price which AMI is entitled to receive pursuant to Section 4.4 (Absence 2.2 of Conflict or Breach), (d) Section 4.8 this Agreement. (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out No Indemnified Person may recover any Escrow Cash in respect of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation indemnification that is made pursuant to Section 8.3(a) or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (ab) unless and until the aggregate Losses amount of Buyer exceed Indemnifiable Damages that may be claimed pursuant to this Article VIII exceeds $50,000200,000 (the “Threshold”), and then only once the Threshold has been reached, the Indemnified Person may make claims for indemnification and may receive Escrow Cash for all Indemnifiable Damages in excess of the Threshold; provided, however, that the limitation set forth in this Section 8.4(b) shall not apply in respect of any indemnification obligation arising out of or resulting from any Fundamental Matter. (c) In determining the amount of any Indemnifiable Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the extent breach of or default in connection with any covenant or agreement, any knowledge, materiality or Material Adverse Effect standard or qualification, or standard or qualification that a matter be or not be “reasonably expected” or “reasonably likely” to occur, contained in or otherwise applicable to such representation, warranty, covenant or agreement shall be disregarded; provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such excess (the "Deductible")representation or warranty to be true and correct, nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any or a breach of or default in connection with any of the covenants covenant or agreements contained in Section 14 will not be subject to the Deductible or the Capagreement, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesas aforesaid.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), [ Intentionally omitted ] (b) Except as provided in Section 4.3 8.4(c) below, the Parent Indemnified Parties shall assert claims under Section 8.1(a) only if any individual Indemnifiable Loss or group or series of related Indemnifiable Losses exceeds $20,000 (Authorizations and Binding Obligationsthe "Threshold Amount"), (c) subsections (i) in which case, subject to the limitations and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties other provisions set forth in Section 4.18 of this Agreement with regard Article 8, the Parent Indemnified Parties shall be entitled to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim indemnification for the breach entire amount of any other of such Indemnifiable Losses incurred by the representation or warranty on behalf of Seller contained hereinParent Indemnified Parties and counted towards the Deductible (as defined below). Additionally, Seller except as provided in Section 8.4(c) below, the Parent Indemnified Parties shall not have any obligation to indemnify Buyer from and against Losses (aassert claims under Section 8.1(a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent amount of such excess Damages exceeds, in the aggregate, $200,000 (the "Deductible"), nor (b) and then the Principal Shareholders will be liable to the Parent Indemnified Parties for an aggregate amount all such Indemnifiable Losses in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but subject to the Maximum Liability Amount. The maximum aggregate liability of a Principal Shareholder to the Parent Indemnified Parties for all such Indemnifiable Losses pursuant to Article 8 will not exceed the CapMaximum Liability Amount, and a Principal Shareholder may elect, at the Principal Shareholder's sole option, to satisfy all Indemnifiable Losses by returning to the Parent Indemnified Parties shares of Parent Common Stock, which, for purposes of this Section 8.4, shall apply in be valued at a per share amount equal to the case greater of (i) the then-current fair market value as of the Uncapped Liabilitiesdate of the written notice of the claim contemplated in Article 8 and (ii) $14.00 per share. Any Notwithstanding the foregoing, the limitations set forth in this Section 8.4(b) do not apply to Indemnifiable Losses related to or arising out of any claims asserted by the Parent Indemnified Parties for items listed in Section 8.4(c). (c) The limitations of Section 8.4 shall not apply to Indemnifiable Losses resulting from, arising out of, or based upon (i) any fraud or intentional misrepresentation by the Company, the Principal Shareholders or the Company Shareholders, or (ii) any breach of any covenant or agreement of the covenants or agreements any Principal Shareholder contained in Section 14 will not be subject to the Deductible Sections 6.5 or the Cap6.9, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitieshereof.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Except in the firstcase of fraud, third and last sentences in intentional misrepresentation or willful breach, no indemnification shall be payable to the Parent Indemnified Parties under Section 4.1 (Corporate Status7.2(a)(i), (bii) or (iv) and no indemnification shall be payable to the Company Indemnified Parties under Section 4.3 (Authorizations and Binding Obligations7.2(b)(i), (cii) subsections (i) and or (iii) in Section 4.4 unless the aggregate of all applicable Losses for which the Company Indemnifying Parties (Absence of Conflict including the Principal) or Breach)the Parent Indemnifying Parties, (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim case may be, would, but for the breach of any other of the representation or warranty this Section 7.4, be liable exceeds on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed a cumulative basis $50,000, whereupon the full amount of any such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof and then only to the extent of any such excess (the "Deductible")excess. In any event, nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply except in the case of fraud, intentional misrepresentation or willful breach, (x) the maximum aggregate amount for which the Company Indemnifying Parties shall collectively be liable under Section 7.2(a) shall not exceed an aggregate of $1,100,000; (y) the 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 (except in the case of a failure to make any required payments under Article III hereof); and (z) the maximum aggregate amount for which the Principal shall be liable under Section 7.2(c) shall not exceed an aggregate of $1,100,000. (b) 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 Excluded Liabilitiesthe 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 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 the contrary contained herein, with respect to 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 the Indemnified Party is not entitled to indemnification hereunder, the Indemnified Party shall promptly reimburse all reasonable attorney’s fees and expenses incurred by the other party in defense of such claim.

Limitations. (a) Notwithstanding anything to the contrary herein, the Indemnitors shall not be liable to the Indemnitees for indemnification under Section 10.1(a)(i) or Section 10.1(b)(i), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 10.1(a)(i) or Section 10.1(b)(i) exceeds $100,000 (the “Deductible”), in which event the Indemnitor shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed the Indemnity Escrow. Notwithstanding the foregoing, this Section 10.4(b) shall not apply to (i) inaccuracies or misrepresentations in or breaches of the representations and warranties made in Sections 4.14 (Environmental Matters), or 4.16 (Employee Benefit Matters), for which the maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed 50% of the Indemnification Cap, (ii) inaccuracies or misrepresentations in or breaches of any of the other Fundamental Representations, for which the maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed the Indemnification Cap, or (iii) fraud. (c) With respect to any claim claims for the breach of any representation or warranty contained in indemnification under Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status10.1(b)(i), (b) Section 4.3 (Authorizations and Binding Obligations)the maximum aggregate liability of Buyer shall not exceed the Purchase Price, (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), except with respect to fraud. (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of The Indemnitees shall not be entitled to indemnification under this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for extent such Loss was taken into account in the breach of any other determination of the representation or warranty on behalf of Seller contained hereinNet Adjustment hereunder if doing so would result in double counting, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then but only to the extent of the amount so taken into account. (e) Payments by an Indemnitor in respect of any Losses shall be reduced by the amount of any insurance proceeds (net of any deductible amounts, the Indemnitee’s reasonable estimate of any increase in premiums related thereto and any reasonable costs associated with obtaining such excess insurance proceeds) and any indemnity, contribution or other similar payment, in each case actually received by the Indemnitee (the "Deductible"), nor (bor Company) for an aggregate amount in ---------- excess respect of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Sellersuch claim. The DeductibleIndemnitee shall use its commercially reasonable efforts to recover under insurance policies or indemnity, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of contribution or other similar agreements for any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesLosses.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 Notwithstanding any other provision of this Agreement: (Corporate Statusi) Subject to clauses (ii), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (iiii) and (iiiiv) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(sSection 5.4(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from any Purchaser Indemnified Party for any Losses pursuant to any claim under Section 5.2(a) and against Losses (aSection 5.2(d) unless and until the aggregate amount of all Losses incurred or sustained by all Purchaser Indemnified Parties with respect to which Purchaser Indemnified Parties would otherwise be entitled to indemnification under Section 5.2(a) and Section 5.2(d) exceeds $1,000,000 (the “Threshold Amount”), it being understood that if such Losses exceed the Threshold Amount, Seller shall be obligated for all such Losses, including those incurred in reaching the Threshold Amount; provided, however, the aggregate liability of Buyer Seller to indemnify Purchaser Indemnified Parties for Losses under Section 5.2(a) and Section 5.2(d) shall in no event exceed $50,000twenty-five percent (25%) of the Purchase Price (the “Initial Cap”); (ii) subject to clauses (iii) and (iv) of this Section 5.4(a), the aggregate liability of Seller to indemnify Purchaser Indemnified Parties for Losses under Section 5.2(b), Section 5.2(c) and Section 5.2(e) in the aggregate shall in no event exceed the Purchase Price (the “Additional Cap”) (without regard to the Initial Cap); (iii) any and all obligations to indemnify the Purchaser Indemnified Parties pursuant to Section 5.2(b), Section 5.2(c) and Section 5.2(e) shall not be subject to the Threshold Amount but instead shall be recoverable from “dollar one” at the time of any such Loss; (iv) Seller shall be liable for all Losses hereunder resulting or arising from any fraud or willful misconduct by Seller, any Company Entity or any party to the Restructuring Documents (in each case, without regard to the Threshold Amount, Initial Cap or the Additional Cap, as applicable), and then only instead shall be recoverable from “dollar one” at the time of any such Loss; and (v) Seller shall not have any obligation to the extent of such excess (the "Deductible"), nor indemnify any Purchaser Indemnified Party under this Section 5.4(a) for any Losses recovered under Article IV. (b) for an Notwithstanding any other provision of this Agreement: (i) Subject to clauses (ii), (iii) and (iv) of this Section 5.4(b), Purchaser shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 5.3(a) unless and until the aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that all Losses incurred or sustained by all Seller Indemnified Parties with respect to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then which Seller Indemnified Parties would otherwise be entitled to proceed directly against Seller. The Deductibleindemnification under Section 5.3(a) exceeds the Threshold Amount, it being understood that if such Losses exceed the Threshold Amount, Purchaser shall be obligated for all such Losses, including those incurred in reaching the Threshold Amount; provided, however, the aggregate liability of Purchaser to indemnify Seller Indemnified Parties for Losses under Section 5.3(a) shall in no event exceed the Initial Cap; (ii) Subject to clauses (iii) and (iv) of this Section 5.4(b), the aggregate liability of Purchaser to indemnify Seller Indemnified Parties for Losses under Section 5.3(b) and Section 5.3(c) in the aggregate shall in no event exceed the Additional Cap (without regard to the Initial Cap); (iii) any and all obligations of Purchaser to indemnify Seller Indemnified Parties pursuant to Sections 5.3(b) and Section 5.3(c) shall not be subject to the Threshold Amount, but not instead shall be recoverable from “dollar one” at the time of any such Loss; and (iv) Purchaser shall be liable for all Losses resulting or arising from any fraud or willful misconduct by Purchaser (without regard to the Threshold Amount, Initial Cap or the Additional Cap, as applicable), but instead shall apply in be recoverable from “dollar one” at the case of the Uncapped Liabilities. Any breach time of any such Loss. (c) From and after the Closing, and except with respect to claims arising from fraud, the enforcement of any covenant requiring performance following the Closing or claims for equitable relief, the provisions of Article IV and this Article V shall constitute the exclusive remedy in respect of breaches of representations, warranties, covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesthis Agreement.

Limitations. With (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under Sections 6.1(a) and 6.2(a) of this Agreement (but not to indemnification claims under Section 6.3 or any other subsection of Sections 6.1 or 6.2): (i) no individual claim (or series of related claims) for indemnification under Sections 6.1(a) or 6.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of US $10,000; (ii) the Seller shall be liable with respect to claims under Section 6.1(a) for only that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 6.6(a)(i)), considered together, which exceeds US $200,000; provided, however, that the limitation of this Section 6.6(a)(ii) shall not apply to any of the following (the "Full Indemnification Items"): (A) indemnification claims arising under or that result from any breach of the representations and warranties of the Seller contained in Sections 2.1, 2.2 and 2.3; and (B) any indemnification claims under any subsection of Sections 6.1 or 6.3 other than Section 6.1(a); and (iii) the aggregate liability of the Seller for all Damages under this Article VI (excluding Section 6.3) shall not exceed an amount equal to US $2,000,000; provided, however, that the limitation of this Section 6.6(a)(iii) shall not apply to any Full Indemnification Items. (b) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI that are consequential, in the nature of lost profits, special or punitive or otherwise not actual damages; provided, however, that, notwithstanding the foregoing limitation, nothing herein shall prevent any Indemnified Party from indemnification for any Damages that constitute or arise from the payment of any amounts paid to a third party in connection with a claim or matter to which the Indemnified Party is entitled to indemnification hereunder, and other out of pocket costs incurred by the Indemnified Party in connection therewith. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article VI. (c) The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier, net of any retroactive premium increase payable by such Indemnified Party (or an Affiliate thereof) as a result of such insurance payment, and (ii) the amount of any Tax Benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates (net of any increased Tax liability which may result from the receipt of the indemnity payment relating to such Damages). An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax Benefits to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any claim for the breach of Damages or any representation indemnification obligations with respect to Damages. If an Indemnified Party (or warranty contained an Affiliate) receives any insurance payment or realizes any Tax Benefit in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement connection with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for Damages for which it has already received an indemnification payment from the breach of any other of the representation or warranty on behalf of Seller contained hereinIndemnifying Party, Seller it shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only pay to the extent Indemnifying Party, within thirty (30) days of receiving such excess insurance payment or realizing such Tax Benefit (with any Tax Benefit deemed to be realized at the "Deductible"time the Indemnified Party (or its Affiliate) files the Tax Return reflecting such Tax Benefit), nor (b) for an aggregate amount in ---------- equal to the excess of $2,200,000 (A) the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of amount previously received by the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants Indemnified Party under this Article VI or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or under Article VII with respect to Excluded Liabilitiessuch claim plus the amount of the insurance payments received or Tax Benefits realized (net of the offsets described in the first sentence of this Section 6.6(c)), over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI. For purposes of this Section 6.6(c), a "Tax Benefit" to a Party means an amount by which the Tax liability of such Party is actually reduced.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) No Parent Indemnified Party shall be entitled to any recovery resulting from Section 9.2(a)(i) until such time (if at all) as the firsttotal amount of all Losses that have been suffered or incurred by any one or more of the Parent Indemnified Parties with respect to such matters exceeds Five Hundred Thousand Dollars ($500,000) in the aggregate (the “Basket”); and in such event, third and last sentences the Indemnified Parties shall, subject to the limitations set forth in Section 4.1 (Corporate Status)9.4(b) below, be entitled to be indemnified against and compensated and reimbursed for all Losses, including the Basket. (b) The maximum amount that the Parent Indemnified Parties may recover from each Indemnifying Holder under Section 4.3 9.2(a) and Section 9.2(c) shall be limited to such Indemnifying Holder’s Indemnity Pro Rata Share of the Escrow Amount held in the Escrow Fund (Authorizations and Binding Obligationsor, with respect to an Indemnifying Holder that held a Vested Company Option immediately prior to Closing, such Indemnifying Holder’s Restricted Exchanged Vested Option); provided, (c) subsections that the foregoing limitation shall not apply (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out the case of any and all inaccurate breach or inaccuracy of the representations and warranties set forth in Section 4.18 3.11 (Tax Matters) or in the case of a claim under Section 9.3 (Tax Indemnification), in which case the maximum amount that the Indemnified Parties may recover from each Indemnifying Holder (inclusive of all other claims for Losses pursuant to Section 9.2(a)(i)) shall be limited to such Indemnifying Holder’s Indemnity Pro Rata Share of twenty‑five percent (25%) of the Total Consideration (for the avoidance of doubt, inclusive of amounts distributed to Parent Indemnified Parties from the Escrow Fund), (ii) in the case of any breach or inaccuracy of the representations and warranties set forth in Section 3.14 (Intellectual Property), in which case the maximum amount that the Indemnified Parties may recover from each Indemnifying Holder (inclusive of all other claims for Losses pursuant to Section 9.2(a)(i)) shall be limited to such Indemnifying Holder’s Indemnity Pro Rata Share of twenty percent (20%) of the Total Consideration (for the avoidance of doubt, inclusive of amounts distributed to Parent Indemnified Parties from the Escrow Fund and amounts satisfied through cancellation of Restricted Exchanged Vested Options), and (iii) in the case of any breach of those Company Surviving Representations set forth in Section 9.1(a) (other than with respect to Section 3.14 (Intellectual Property) and Section 3.11 (Tax Matters) or in the case of a claim under Section 9.3 (Tax Indemnification)) or with respect to any breach of a representation or warranty that involves fraud or Willful Misrepresentation. The maximum amount that the Indemnified Parties may recover from each Indemnifying Holder under this Article IX shall be limited to such Indemnifying Holder’s Indemnity Pro Rata Share of the Total Consideration. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against an Indemnifying Holder for such Indemnifying Holder’s fraud or Willful Misrepresentation. (c) The amount of Losses otherwise recoverable under Section 9.2(a) hereof shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar cash payment actually received by the Parent Indemnified Parties from any third party with respect thereto, net of costs of recovery and increased insurance premium resulting from such claims. (d) For the avoidance of doubt, (i) if and solely to the extent any Losses are recovered by a Parent Indemnified Party through the actual payment to such Parent Indemnified Party, the same amount of Losses may not be recovered again by such Parent Indemnified Party by reason of Losses being subject to indemnification under more than one provision of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"and (ii) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from if and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only solely to the extent of such excess (the "Deductible"), nor (b) for that any Losses in connection with an aggregate amount indemnifiable matter were taken into account in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out connection with calculations of the Escrow Amount; provided that Estimated Net Working Capital or Transaction Expenses pursuant to Section 2.9, the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitysame amount of Losses may not be recovered under this Article IX, Buyer shall then be entitled to proceed directly against Seller. The Deductiblebut, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach immediately preceding clauses (i) and (ii), the amount, if any, of any of Losses that exceed the covenants amount already recovered under clause (i) or agreements contained in Section 14 will not already taken into account under clause (ii) shall be recoverable on and subject to the Deductible terms and conditions of this Article IX. (e) Subject to specific performance and other equitable remedies, if the First Merger is consummated, the indemnification provisions under this Article IX will be the sole and exclusive remedy of an Indemnified Party attributable to claims under, relating to or arising out of the CapAgreement and the transactions contemplated hereby. Notwithstanding the foregoing, nor will the Deductible nothing in this Agreement shall limit any Person’s rights or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesobligations under any agreement other than this Agreement.

Limitations. With respect to Except for any action or claim based on fraud or intentional or willful misrepresentation, the indemnification provided for the breach of any representation or warranty contained in Section 4 (except for representations 8.2 and warranties concerning Section 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the first, third and last sentences in Indemnified Party for indemnification under Section 4.1 (Corporate Status8.2(a) or Section 8.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, exceeds $150,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for all Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 4.3 (Authorizations and Binding Obligations8.2(a) or Section 8.3(a), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for case may be, shall not exceed $5,000,000.00 (“Cap”). Notwithstanding anything herein to the breach of any other contrary, neither the Deductible nor the Cap shall apply to the indemnification rights of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer parties hereto for Losses resulting from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants Fundamental Representations; provided, however, that the aggregate liability of Seller or agreements contained Purchaser as an Indemnifying Party under Section 8.2(a) or Section 8.3(a), as the case may be, for any and all Losses from breaches of the representations and warranties in Section 14 will Article 4 or Article 5, as the case may be, shall not be exceed the Purchase Price. (c) The amount of any Loss subject to the Deductible indemnification hereunder or the Capof any claim therefor shall be calculated after deducting therefrom (i) any amounts actually recovered by an Indemnified Party pursuant to any enforceable indemnification or right of set-off by or enforceable indemnification agreement with any non-Affiliated third party; (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received on account of such Loss, nor in each case net of any collection costs, expenses, deductibles, premiums, and future premium increases incurred in connection therewith; and (iii) an amount equal to any Tax benefit actually used and realized as a result of such Loss. The Indemnifying Party will the Deductible or the Cap apply use commercially reasonable efforts to assert such rights set forth in the case of fraud, or with respect to Excluded Liabilitiesthis Section 8.6(c).

Limitations. With respect (a) The Buyer Indemnitees shall have no right to recover, and Sellers have no obligation to pay, any amounts pursuant to Section 6.02(a) until the total amount of all Eligible Claims which may be asserted for Damages incurred by the Buyer Indemnitees under Section 6.02(a), in the aggregate, exceeds Two Hundred Thousand Dollars ($200,000.00) (the “Deductible”), in which case the Buyer Indemnitees will be entitled to recover all Damages pursuant to Section 6.02(a) in excess of the Deductible, subject to the other limitations in this ARTICLE VI. An “Eligible Claim” is a claim pursuant to Section 6.02(a) that, when aggregated with all other contemporaneous claims arising from the same set of facts or circumstances, is in excess of $20,000. The Buyer Indemnitees shall have no right to recover any amounts pursuant to Section 6.02(a) for any claim that is not an Eligible Claim. Notwithstanding anything in this Section 6.05(a) to the contrary, the limitations in this Section 6.05(a) shall not apply to the recovery of any Damages (x) under Section 6.02(a) relating to an inaccuracy in, breach of or failure to be true of, any Fundamental Representation, or (y) arising or resulting from fraud, willful misconduct, or willful concealment by a Seller. (b) Notwithstanding any other provision of this Agreement to the contrary: (i) the maximum aggregate indemnification liability of all Sellers pursuant to Section 6.02(a) shall be an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to the recovery of any Damages (x) under Section 6.02(a) relating to an inaccuracy in, breach of or failure to be true of, any Fundamental Representation, or (y) arising or resulting from fraud, willful misconduct, or willful concealment by a Seller; (ii) the maximum aggregate indemnification liability of all Sellers pursuant to (x) Section 6.02(a) relating to an inaccuracy in, breach of or failure to be true of, any Fundamental Representation and (y) Section 6.02(b) through (c), inclusive, shall not exceed the portion of the Purchase Price actually received in cash or Buyer Common Stock (with such stock valued at the same value at which it was valued pursuant to this Agreement at the time of its issuance) by all Sellers; provided, however, that such maximum aggregate indemnification liability shall not apply to the recovery of any Damages arising or resulting from fraud, willful misconduct, or willful concealment by a Seller; (iii) in no event will any Seller be liable under this Section 6.05 or otherwise in connection with this Agreement or any document to be delivered hereunder or the transactions described herein for an aggregate amount in excess of the Purchase Price (with such stock valued at the same value at which it was valued pursuant to this Agreement at the time of its issuance); (iv) in no event will any one Seller be liable for Damages to the extent based upon, relating to, in connection with, or arising or resulting from (x) the breach of a representation or warranty made by another Seller; (y) the breach of a covenant committed by another Seller, or (z) fraud committed by another Seller. (v) other than if arising or resulting from fraud, willful misconduct, or willful concealment by a Passive Seller, in no event shall the aggregate indemnification liability of any Passive Seller under this Agreement or any document to be delivered hereunder or the transactions described herein exceed the portion of the Purchase Price (with such stock valued at the same value at which it was valued pursuant to this Agreement at the time of its issuance) actually received by such Passive Seller. (vi) in no event will any Seller be liable for Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (vii) Buyer’s sole and exclusive remedy for recovery for any Indemnification Claim against any Seller shall be to offset (each an “Indemnification Offset”) the amount of such Indemnification Claim against the Closing Stock Consideration paid to such Seller; provided, however, the foregoing shall not apply if such Indemnification Claim is related to, arose from, or a result of, any inaccuracy in, breach of, or failure to be true of, any Fundamental Representation, or (y) fraud, willful misconduct, or willful concealment by a Seller. In determining the amount of Buyer Common Stock subject to Indemnification Offset, the Buyer Common Stock of the applicable Seller shall be valued at the per share amount of $5.59, regardless of the actual market value of such Buyer Common Stock. (c) For purposes of this Article VI, any inaccuracy in or breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with shall be determined without regard to any Plan(s), which are collectively referred materiality or other similar qualification contained in or otherwise applicable to as the "Uncapped Liabilities") or any claim for the breach of any other of the such representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitieswarranty.

Limitations. With (a) No Indemnified Person shall be entitled to indemnification in respect to of any claim for the breach of any representation indemnification that is made pursuant to Section 12.2(a)(i) or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c12.2(b)(i) (Owned and Leased Tangible Personal Property)does not involve a Fundamental Representation or fraud, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") intentional misrepresentation or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aWillful Breach) unless and until the aggregate Losses amount of Buyer exceed $50,000, and then only Damages that have finally been determined to the extent of such excess be indemnifiable pursuant to Section 12.2(a)(i) or Section 12.2(b)(i) exceeds US$650,000 (the "Deductible"“Threshold”). Once the Threshold has been reached, nor the Indemnified Person may be indemnified for all Damages (including the amount of the Threshold). (b) for If the Share Purchase is consummated, recovery of up to an aggregate amount in ---------- excess of $2,200,000 equal to US$13,600,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out “General Indemnification Limit”) (which amount is inclusive of the Escrow Amount; provided that to Cash and the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply Seller IP Rep Limit in the case of the Uncapped Liabilities. Any breach Buyer Indemnifiable Matters) shall be the sole and exclusive remedy under this Agreement for the Indemnifiable Matters, except in the case of (i) any failure of the Seller IP Rep to be true and correct as aforesaid in which case Seller shall be liable for the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to an amount equal to US$34,000,000 (which amount is inclusive of the General Indemnification Limit) (the “Seller IP Rep Limit”), (ii) any failure of any of the covenants or agreements contained Fundamental Representations to be true and correct as aforesaid, and (iii) any matters listed in Section 14 will 12.2(a)(ii)-(vii) and Section 12.2(b)(ii)-(iii) (collectively, the “Fundamental Matters”). In the case of the Fundamental Matters, Seller or Buyer, as applicable, shall be liable for the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to an amount equal to US$136,000,000 minus the Company Net Working Capital Shortfall (inclusive of the General Indemnification Limit and the Seller IP Rep Limit), except (x) in the case of any matters listed in Section 12.2(a)(ix), for which Seller shall be liable for the full amount of any Damages resulting therefrom without limitation, and (y) in the case of any matters listed in Section 12.2(b)(iii), for which Buyer shall be liable for the full amount of any Damages resulting therefrom without limitation. For avoidance of doubt, the aggregate amount recovered by Buyer in accordance with this Article 12 with respect to matters that are subject to the Seller IP Rep Limit, together with the aggregate amount recovered by Buyer in accordance with this Article 12 with respect to matters that are subject to the General Indemnification Limit, shall in no event exceed US$34,000,000. In no event shall Seller be required to indemnify Buyer for Damages that, in aggregate, are in excess of an amount equal to US$136,000,000 minus the Company Net Working Capital Shortfall, except in the case of any matters listed in Section 12.2(a)(ix), for which Seller shall be liable for the full amount of any Damages resulting therefrom without limitation. (c) The Buyer Indemnified Persons shall first seek recovery of Damages from the Escrow Cash. Notwithstanding anything to the contrary herein, the amounts that a Buyer Indemnified Person recovers from the Escrow Cash pursuant to Fundamental Matters or the Seller IP Rep shall not reduce the amount that a Buyer Indemnified Person may recover with respect to claims that are not Fundamental Matters or the Seller IP Rep. By way of illustration, assuming there are no other claims for indemnification, in the event that Damages resulting from a Fundamental Matter are first satisfied from the Escrow Cash and such recovery fully depletes the Escrow Cash, the maximum amount recoverable by a Buyer Indemnified Person pursuant to a subsequent claim that is not a Fundamental Matter shall continue to be the full dollar value of the Escrow Cash irrespective of the fact that the Escrow Cash was used to satisfy such Fundamental Matter (such that the total amount recoverable for such two claims would be the same regardless of the chronological order in which they were made). (d) Damages shall be calculated net of actual recoveries under existing insurance policies (in each case calculated, to the extent reasonably feasible, net of any actual collection costs, deductibles, co-payments, premium adjustments and retrospectively rated premiums); provided, that, no Indemnified Person shall be obligated to seek recovery under any insurance policies with respect to any particular Damages. (e) Notwithstanding anything to the contrary herein, (i) the rights and remedies of the Indemnified Persons after the Closing shall not be limited by (A) any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Indemnified Person prior to the Closing regarding any failure, breach or other event or circumstance (provided that Buyer acknowledges that the representations and warranties in Article 3 shall be read together with the disclosures in the Seller Disclosure Letter to together constitute the representations and warranties of Seller hereunder (subject to any disclaimers in the Seller Disclosure Letter that a particular disclosure is given for informational purposes only without affecting the rights and remedies of the Indemnified Persons under this Article 12)) or (B) any waiver of any condition to the Closing related thereto and (ii) if an Indemnified Person’s claim under this Article 12 may be properly characterized in multiple ways in accordance with this Article 12 such that such claim may or may not be subject to different limitations depending on such characterization, then such Indemnified Person shall have the Deductible right to characterize such claim in a manner that maximizes the recovery and time to assert such claim permitted in accordance with this Article 12. (f) Notwithstanding anything to the contrary in this Agreement, Seller shall not be liable for any Damages relating to any matter to the extent that such matter has been included as a downward adjustment in the calculation of the Share Purchase Consideration. (g) Following the Closing, this Article 12 shall constitute the sole and exclusive remedy for recovery of monetary Damages by the Indemnified Persons for all Indemnifiable Matters (it being understood that nothing in this Section 12.3(f) or elsewhere in this Agreement shall affect the Cap, nor will parties’ rights (x) to an injunction or specific performance or other equitable relief to enforce the Deductible parties’ obligations under this Agreement or the Cap apply (y) in the case of fraud, or with respect to Excluded Liabilities).

Limitations. With respect to any claim for (a) The indemnification obligations of Seller Indemnifying Party under Section 11.1.2(a) of this Agreement shall in no event exceed: (i) the breach Final Purchase Price in the event of violation of any representation or warranty contained in Section 4 of the Fundamental Representations; (except ii) 25% of the Final Purchase Price for violations of any other representations and warranties concerning (a) of Seller, provided that, within this cap, the first, third and last sentences indemnification obligations of Seller in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence the event of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out violation of any and all inaccurate of the representations and warranties other than those set forth in Section 4.18 5.7 (Compliance with Law / Permits), Section 5.8 (Environment) and Section 5.12 (Tax Matters) shall be limited to 15% of the Final Purchase Price in the aggregate; it being specified that the total liability of the Seller Indemnifying Party shall not exceed the Final Purchase Price. (b) Each of Buyer and Seller shall not be entitled to make a claim for indemnification under Section 11.1.1 (a), or 11.1.2(a) when relevant, of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate amount of claims for Losses of Seller Indemnified Party in respect of Section 11.1.1 (a), or Buyer exceed $50,000Indemnified Party or the Company in respect of Section 11.1.2(a), and then only exceeds an amount in euros equal to the extent of such excess EUR 250,000 (the "Deductible"“Deductible Amount”), nor in which case the Buyer Indemnifying Party, or the Seller Indemnifying Parties when relevant, shall only be liable for the amount exceeding such Deductible Amount. (c) No claim of Buyer or Seller in respect of any individual event or occurrence shall be deemed to give rise to indemnification under Section 11.1.1 (a) or 11.1.2(a) of this Agreement, or shall be taken into account for purposes of calculating the Deductible Amount referred to in paragraph (b) for an aggregate amount in ---------- excess of $2,200,000 above, unless and until the Loss related to such claim claimed exceeds fifty thousand euros (the "Cap"EUR 50,000). Buyer's indemnification remedy first shall --- be satisfied out For the purposes of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitypreceding sentence, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case event of a series of claims based on the same or a related set of facts, events or circumstances, such series of claims shall be treated as a single claim and the aggregate total of the Uncapped Liabilities. Any breach Losses resulting from such series of claims shall be used to determine whether the foregoing amount has been exceeded. (d) The limitations set forth under paragraphs (b) to (c)above shall not apply to a violation of any of the covenants or agreements contained Fundamental Representations. (e) The limitations set forth under paragraphs (a) to (c) above shall not apply to a VAT Claim (f) For the purposes of this Section 11.5, all amounts which are denominated in Section 14 will not a currency other than the Euro shall be subject to converted into Euros at the Deductible or rate prevailing on the Cap, nor will date of the Deductible or notice of the Cap apply in claim by the case of fraud, or with respect to Excluded LiabilitiesIndemnifiable Party.

Limitations. With (a) Neither Seller nor Purchaser shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, the aggregate liability of each of Purchaser or Seller for indemnity for any breach of a representation or warranty under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims (i) for Damages arising out of or relating to the breach of any covenant pursuant to Section 7.2(a)(ii) or Section 7.2(b)(i)(B), as applicable, (ii) for fraud or intentional, criminal, or willful misrepresentation or misconduct, or (iii) for Damages arising out of or relating to the breach of any Fundamental Representation or any representation or warranty of Seller set forth in Section 3.9; provided, however, the aggregate liability of each of Purchaser or Seller, in each case, for Damages arising out of or relating to the breach of the Fundamental Representations or pursuant to Section 7.2(a)(ii) or Section 7.2(b)(i)(B) for the breach of a covenant shall not exceed the Purchase Price. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a Purchaser Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided, however, this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), has occurred. (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach)NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NEITHER ENVIVA HOLDINGS, SELLER, NOR PURCHASER SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL, REMOTE, OR 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. (d) Seller shall not be liable for indemnification under Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage7.2(a), and (g) Losses arising out of the Purchaser Indemnitees shall have no right to recover any and all inaccurate representations and warranties set forth in Damages under Section 4.18 of this Agreement with regard to any Plan(s7.2(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (Purchaser or its subsidiaries have been compensated for the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Damages claim pursuant to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained Purchase Price adjustments in Section 14 will not be subject to 2.5, the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraudMake-Whole Agreement, or with respect to Excluded Liabilitiesotherwise.

Limitations. With The indemnification obligations of the parties hereto pursuant to this Section 5.7 shall be subject to the following limitations: (i) No indemnification shall be required to be made by Mercury pursuant to Section 5.7(a) with respect to any claim claims made by any member of the MSR Group except to the extent that the aggregate amount of Damages incurred by members of the MSR Group with respect to all claims under Section 5.7(a) (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date) exceeds $200,000. (ii) No indemnification shall be required to be made by MSR pursuant to Section 5.7(b) with respect to any claims made by any member of the Mercury Group except to the extent that the aggregate amount of Damages incurred by members of the Mercury Group with respect to all claims under Section 5.7(b) (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date) exceeds $200,000. (iii) Notwithstanding anything to the contrary provided in this Section 5.7 or otherwise in this Agreement, except for the breach obligations of the Surviving Corporation, if any, under the "CONTINGENT WARRANT" (as such term is defined below), neither MSR nor the Surviving Corporation shall have any liability or obligation to any member of the Mercury Group for, or make any representation or warranty contained in Section 4 (except with respect to, any liability of MSR, the Surviving Corporation, or any member of the Mercury Group for representations and warranties concerning (a) the firstor with respect to, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses any Taxes arising out of any or related to the Redomestication of MSR or the Merger. In connection with the foregoing, Mercury acknowledges and all inaccurate agrees that the representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller 2.1 above shall not have cover any obligation to indemnify Buyer from such Taxes notwithstanding any provisions of such representations and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only warranties to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiescontrary.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Except with respect to Fundamental Representations and the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties matters set forth in Section 4.18 8.1(a)(iii), no Indemnified Party shall be entitled to any recovery resulting from Section 8.1(a) or Section 8.1(b) until such time (if at all) as the total amount of all Damages (calculated, without limitation, in accordance with Section 8.3) that have been suffered or incurred by any one or more of the Indemnified Parties with respect to such matters exceeds $1,000,000 in the aggregate (the "Basket"); and in such event, the Indemnified Parties shall, subject to the limitations set forth in Sections 8.5(b) below, be entitled to be indemnified against and compensated and reimbursed for all Damages, including the Basket. (b) If the Merger is consummated, except for Special Claims, IP Claims and the matters set forth in Sections 8.1(a)(ii), 8.1(a)(iii), 8.1(a)(iv), 8.1(a)(vi) and 8.1(a)(vii) or fraud or intentional misrepresentation, recovery from the Escrow Fund shall be the exclusive means for Parent and the Surviving Corporation to collect any Damages for which they are entitled to indemnification under this Agreement or otherwise and under any theory of liability; provided, however, that a Participating Holder's liability to Parent for Damages in circumstances not limited to the Escrow Fund shall be several and not joint and shall not exceed such Participating Holder's Indemnity Pro Rata Fraction multiplied by the Damages except in cases of fraud or intentional misrepresentation by such Participating Holder or willful breaches of covenants by a Participating Holder, in which case such Participating Holder's liability shall not be limited by the Indemnity Pro Rata Fraction of the Damages. An Indemnified Party shall first seek recovery of any Damages from the Escrow Fund prior to seeking recovery directly from any Participating Holder and, in the event that an Indemnified Party is seeking recovery for Damages directly from a Participating Holder, the Indemnified Party shall seek recovery from each Participating Holder for their Indemnity Pro Rata Fraction of such Damages (except in the event of fraud, intentional misrepresentation or willful breach of covenants by a Participating Holder, in which case recovery may be sought against such Participating Holder in excess of such Participating Holder's Indemnity Pro Rata Fraction). Each Participating Holder's liability to Parent for Damages for IP Claims shall not (inclusive of all other claims for Damages pursuant to Section 8.1(a)(i)), in the aggregate, exceed such Participating Holder's Indemnity Pro Rata Fraction multiplied by twenty percent of the Merger Consideration Amount. Each Participating Holder's liability to Parent for Damages pursuant to Sections 8.1(a)(ii), 8.1(a)(iii), 8.1(a)(iv), 8.1(a)(vi) and 8.1(a)(vii), and Special Claims shall not (inclusive of all other claims for Damages pursuant to Section 8.1(a)) exceed such Participating Holder's Indemnity Pro Rata Fraction multiplied by the Merger Consideration Amount. In the cases of fraud or willful breaches of covenants by a Participating Holder, such Participating Holder's liability shall not be limited by such Participating Holder's Indemnity Pro Rata Fraction of Damages. Each Participating Holder's liability for any Indemnified Third Party Claim shall be limited as set forth in this Section 8.5(b) based on the nature of the matter giving rise to such Indemnified Third Party Claim. For the avoidance of doubt and notwithstanding any other provision of this Agreement with regard to any Plan(s)the contrary, which are collectively referred except in cases of fraud or intentional misrepresentation by such Participating Holder or willful breaches of covenants by such Participating Holder, in no event shall each Participating Holder's liability to as Parent for Damages under this Agreement exceed the "Uncapped Liabilities"aggregate portion of the Merger Consideration payable by Parent to that Participating Holder pursuant to this Agreement, the Escrow Agreement and the Management Incentive Plan. (c) The amount of Damages otherwise recoverable under Section 8.1(a) or Section 8.1(b) hereof shall be limited to the amount of any claim liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar cash payment actually received by the Indemnified Parties from any third party with respect thereto, net of costs of recovery and increased insurance premium resulting from such claims. (d) Any Damages for which any Indemnified Party is entitled to indemnification under this Section 8 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of any more than one representation, warranty, covenant or agreement. (e) Subject to specific performance and other equitable remedies, if the Merger is consummated, the indemnification provisions under this Section 8 will be the sole and exclusive remedy of an Indemnified Party attributable to claims under, relating to or arising out of the representation Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall limit any Person's rights or warranty obligations under any agreement other than this Agreement. (f) Notwithstanding any provision in this Section 8 or elsewhere in this Agreement to the contrary, only the Stockholders' Representative shall have the right, power and authority to commence any action, suit or Proceeding, by and on behalf of Seller contained hereinany or all Participating Holders, Seller against Parent, Merger Sub or the Surviving Corporation in connection with this Agreement and the transactions contemplated hereby and thereby, and in no event shall any Participating Holder himself, herself or itself have the right to commence any action, suit or Proceeding against Parent, Merger Sub or the Surviving Corporation in such connection. By virtue of the adoption of this Agreement and the approval of the Merger by the Company Stockholders, each Participating Holder (regardless of whether or not such Participating Holder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) shall be deemed to have waived, and shall be deemed to have acknowledged and agreed that such Participating Holder shall not have any obligation and shall not exercise or assert (or attempt to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"exercise or assert), nor (b) for an aggregate amount any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in ---------- excess of $2,200,000 (the "Cap"). Buyer's connection with any indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that obligation or any other liability to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply which such Participating Holder may become subject under or in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible connection with this Agreement or the Cap, nor will the Deductible related facts and circumstances underlying any such indemnification obligation or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesother liability.

Limitations. With respect (a) In no event shall Seller be liable for any Damages pursuant to any a claim for the breach of any based upon a representation or warranty contained in or covenant or agreement pursuant to Section 4 11.02(a) (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status“Buyer Eligible Claim”), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses amount of all Buyer exceed Eligible Claims exceeds of $50,000350,000 (the “Buyer Deductible”), in which case Seller shall be liable only for Damages in excess of the Buyer Deductible, and then only (ii) not for any amount in excess of the aggregate of the Consideration paid and the Assumed Liabilities assumed by Buyer under Section 4.01 (the “Buyer Cap Amount”) for all Buyer Eligible Claims made under Section 11.02(a), in the aggregate. For purposes of determining the Buyer Cap Amount, the term Assumed Liabilities as used in this Section 11.03 shall exclude the Nastech Payment, unless, and until, Buyer has paid the Nastech Payment. Notwithstanding any other provision hereof, the Buyer Deductible and the Buyer Cap Amount shall not apply to breaches of the extent following Sections by Seller: 2.04, 6.01, 6.02, 6.06, 6.07, 6.13, or to claims under Sections 11.02(a)(ii) and 11.02(a)(iii). With respect to claims relating to breaches of the representations and warranties contained in Sections 6.02 and 6.05(b), (i) there expressly shall be no limitations or reductions of any nature whether pursuant to this Section 11.03(a), 11.03(c), 11.03(d), the last sentence of Section 11.02(a), or otherwise and all of such excess limitations shall be deemed inapplicable and (ii) irrespective of any provisions of Section 11.02(d) that may limit or restrict Buyer’s entitlement to separate counsel or to indemnification for all legal costs, the "Deductible"Buyer shall be entitled to full indemnification of all Damages and all other losses of any nature and costs of legal fees and other costs and expenses in any respect relating to a breach or alleged breach of the representations and warranties of Seller set forth in Sections 6.02 and 6.05(b), nor . (b) In no event shall Buyer be liable for an any Damages pursuant to a claim based upon a representation or warranty or covenant or agreement pursuant to Section 11.02(b) (“Seller Eligible Claim”), (i) unless and until the aggregate amount of all Seller Eligible Claims exceeds of $350,000 (the “Seller Deductible”), in ---------- which case Buyer shall be liable only for Damages in excess of the Seller Deductible, and then (ii) not for any amount in excess of $2,200,000 1,500,000 (the "Cap"“Seller Cap Amount”) for all Eligible Claims made under Section 11.02(b), in the aggregate. Buyer's indemnification remedy first Notwithstanding any other provision hereof, the Seller Deductible and the Seller Cap Amount shall --- be satisfied out not apply to breaches of the Escrow Amount; provided following Sections by Buyer: 7.01, 7.02 and 7.06, or to claims under Sections 11.02(b)(ii), 11.02(b)(iii) and 11.02(b)(iv) (except that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer claims under Section 11.02(b)(iv) for attorneys’ fees and related litigation costs shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or Seller Cap Amount). (c) The amount of any Damages for which indemnification is provided under this Article XI shall be net of any amounts recovered by the Cap, nor will the Deductible or the Cap apply in the case of fraud, or Indemnified Party under insurance policies with respect to Excluded Liabilitiessuch Damages, after giving effect to any premium adjustments related to such Damages, provided that an Indemnified Party shall have no obligation to seek recovery under any insurance policies prior to seeking recovery from the indemnifying party. For purposes of clarification, in the event there is a reduction in Damages payable hereunder by a party due to an insurance recovery, the amount of the insurance recovery that will be used to reduce the Damages claim shall be offset by the increase in insurance premiums due to the incurrence of the insurance claim. If there is no reduction of the amount of Damages payable because there is either no insurance recovery or the recovery must be repaid from the Damages paid pursuant to this Article 11, then Damages shall not be increased by any increase in insurance premiums relating to the event or occurrence that gave rise to the Damages claim. (d) Buyer and Seller agree that the sole and exclusive remedy for money damages for any matters relating to this Agreement, the Related Agreements and any certificate or instrument delivered pursuant hereto or thereto shall be the rights to indemnification set forth in this Article XI; provided however, each party shall be entitled to seek such injunctive or other non-monetary equitable relief as may be appropriate with respect to breaches of covenants contained herein.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) No Eisai Indemnitee shall be entitled to be indemnified pursuant to Section 12.3(a) unless the firstaggregate of all Losses under Section 12.3(a) to which the Eisai Indemnitees would, third and last sentences in but for this Section 4.1 (Corporate Status12.6(a), be entitled to indemnification exceeds on a cumulative basis […***…] (b) Section 4.3 (Authorizations and Binding Obligationsthe “Indemnity Threshold”), at which point each Eisai Indemnitee shall be entitled to be indemnified for the aggregate amount of all Losses and not just amounts in excess of the Indemnity Threshold (cexcept that this Section 12.6(a) subsections (i) and (iii) in Section 4.4 (Absence shall not apply to any breach of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate the representations and warranties set forth in Sections 11.1(a), 11.1(b), 11.2(b) or 11.2(g), Section 4.18 4(a) of this the Side Letter Agreement with regard or any actual fraud, intentional misrepresentation or willful misconduct as determined under common law). (b) Arena shall have no liability pursuant to Section 12.3(c) for (i) any Losses above […***…] arising from any single claim, action, suit or proceeding, (ii) any Losses above […***…] in the aggregate (except that the limitations in clauses (i) and (ii) shall not apply to Losses from or relating to any Plan(sThird Party Distributor Agreement prior to the Effective Date), (iii) any Losses arising from Product Liability Claims or (iv) any Losses arising from any claim, action, suit or proceeding brought after the date that is […***…] months after the Effective Date. (c) No Arena Indemnitee shall be entitled to be indemnified pursuant to Section 12.2(a) unless the aggregate of all Losses under Section 12.2(a) to which are collectively referred the Arena Indemnitees would, but for this Section 12.6(c), be entitled to as indemnification exceeds the "Uncapped Liabilities"Indemnity Threshold, at which point each Arena Indemnitee shall be entitled to be indemnified for the aggregate Losses and not just amounts in excess of the Indemnity Threshold (except that this Section 12.6(c) shall not apply to any breach of the representations and warranties set forth in Sections 11.1(a) or 11.1(b) or any claim actual fraud, intentional misrepresentation or willful misconduct as determined under common law). (d) To the fullest extent permitted by Applicable Law, the indemnities set forth in this Article 12 shall be the exclusive monetary remedies of the Eisai Indemnitees against Arena and the Arena Indemnitees against Eisai, as applicable, for the any breach of representation or warranty or breach of any other of the representation covenant or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements agreement contained in Section 14 will not be subject to the Deductible this Agreement or the Capany Related Document, nor will the Deductible or the Cap apply except in the case of fraud, intentional misrepresentation or with respect to Excluded Liabilitieswillful misconduct or in the case of equitable remedies. (e) The representations, warranties, agreements, covenants and obligations of Arena and Arena US, and the rights and remedies that may be exercised by the Eisai Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Eisai Indemnitees or any of their Representatives. The representations, warranties, agreements, covenants and obligations of Eisai, and the rights and remedies that may be exercised by the Arena Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Arena Indemnitees or any of their Representatives.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything to the firstcontrary contained in this Agreement, third and last sentences in Section 4.1 the following limitations shall apply to indemnification claims under this Agreement (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections with the exception of claims based upon fraud): (i) no individual claim (or series of related claims) for indemnification under Section 7.1(a) or Section 7.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [*]; (ii) the Seller shall be liable with respect to claims under Section 7.1(a) only if the aggregate Damages related to such claims, when considered together, exceeds [*] in which case the Seller shall be liable for all such Damages, and not only those Damages in excess of such amount; and (iii) the aggregate liability of the Seller for all Damages under Section 7.1(a) shall not exceed [*], except with respect to an inaccuracy in Section 4.4 (Absence any of Conflict the representations or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s)3.1, 3.2, 3.4, and 3.14, which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible such limitation. (b) In no event shall any Indemnifying Party be responsible or the Capliable for any Damages or other amounts under this Article VII that are consequential, nor will the Deductible or the Cap apply in the case nature of fraudlost profits, diminution in the value of property, special or punitive or otherwise not actual damages (except to the extent same are owing pursuant to a third party claim). Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article VII. (c) The amount of Damages recoverable by an Indemnified Party under this Article VII with respect to Excluded Liabilitiesan indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier, and (ii) the amount of any Tax benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all Tax benefits to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any 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 received an indemnification payment from 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 (A) the amount previously received by the Indemnified Party under this Article VII with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII. (d) Except with respect to claims for fraud or for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VII shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 7.1 or Section 7.2 or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, except with respect to claims based on fraud, 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.

Limitations. With (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to claims under this Article VI: (i) The Indemnifying Party shall not be liable with respect to any claim Damages for claims made under Section 6.1(a) or Section 6.2(a), as the case may be, except to the extent that the aggregate amount of all Damages to which the Indemnified Party has otherwise become entitled under Section 6.1(a) or Section 6.2(a), as the case may be, exceeds eight-tenths of one percent (0.8%) of the Adjusted Purchase Price, at which point the Indemnifying Party shall be liable only for the amount by which such Damages exceed such amount. (ii) The Indemnifying Party shall not be liable with respect to any Damages for claims made under Section 6.1(a) or Section 6.2(a), as the case may be, to the extent that such Damages, when aggregated with all other Damages to which the Indemnified Party has become entitled under Section 6.1(a) or Section 6.2(a), as the case may be, exceed ten percent (10%) of the Adjusted Purchase Price. The Seller shall not be liable with respect to any Damages for claims made under Section 6.1(f) to the extent that such Damages, when aggregated with all other Damages to which the Buyer has become entitled under Section 6.1(f) exceed ten percent (10%) of the Adjusted Purchase Price. For the avoidance of doubt, the limitations set forth in the preceding two sentences are intended by the parties to represent two separate and distinct limitations, with no overlap between them. The limitations described in this Section 6.5(a)(ii) shall not apply in the case of fraud or intentional misrepresentation. (iii) For the purpose of determining Damages under this Article VI, after a determination has been made that a breach of any a representation or warranty has occurred taking into account any materially, Business Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in Section 4 or otherwise applicable to such representation and warranty, such Damages shall be determined without regard to any materiality, Business Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (except iv) No Indemnifying Party shall be liable under this Article VI for any Damages, including, in the case of the Seller, any Damages arising from a breach of the representations and warranties concerning contained in Sections 2.22 (aInventory) and 2.23 (Accounts Receivable), to the extent such Damages are included in the calculation of any adjustment to the Purchase Price made pursuant to Section 1.4 or included in accruals, reserves or provisions therefor reflected in the Final Closing Statement. (v) The amount of Damages recoverable by an Indemnified Party under this Agreement shall be reduced by the amount of any payment actually received (net of costs) by the Indemnified Party (or any Affiliate thereof) with respect to such Damages from any insurance provider. The Indemnified Party shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Damages it incurs, provided, however that no Indemnified Party shall be obligated to institute litigation, arbitration or other dispute resolution processes against an insurer as part of its commercially reasonable efforts under this sentence. If the Indemnified Party (or an Affiliate) becomes entitled to receive any insurance payment in connection with any claim for Damages for which it has already received a payment from the Indemnifying Party (or any Affiliate thereof), it shall pay to the Indemnifying Party, within 30 days after such payment becomes receivable, an amount equal to the excess of (A) the firstamount previously received by the Indemnified Party from the Indemnifying Party (or any of its Affiliates) with respect to such claim plus the amount of such insurance payment, over (B) the amount of Damages to which the Indemnified Party has become entitled under this Agreement in connection with such claim. (vi) In no event shall the Indemnifying Party have any obligation or liability for: (A) any Damages that are special or punitive, except to the extent arising from a third and last sentences party claim, save in the case of a claim under Section 4.1 10.5 of Article X; (Corporate StatusB) any Damages arising from or relating to, directly or indirectly, any legislation or accounting principle not in force on the Closing Date (or any alteration or repeal of any legislation or accounting principle after the Closing Date), (b) Section 4.3 (Authorizations and Binding Obligations)or which takes effect retroactively, (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out occurs as a result of any increase in the rate of Tax in force on the Closing Date or any change in the practices of the relevant Governmental Entity (including changes in the interpretation of relevant legislation or accounting principles); or (C) any Damages arising from or related to a breach of the representations and all inaccurate warranties of the Seller contained in Article II which are claimed in any Claim Notice received by the Seller after the expiration the relevant survival period for representations and warranties set forth in Section 4.18 of this Agreement with regard 6.4. (vii) In no event shall the Seller have any obligation or liability for any matter disclosed in the Disclosure Schedule which relates to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the a purported breach of any other of the a representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor in Article II. (b) From and after the Closing, except with respect to (i) claims for an aggregate amount equitable relief, including, without limitation, specific performance, made with respect to breaches of any covenant or agreement contained in ---------- excess of $2,200,000 this Agreement or the Ancillary Agreements and (ii) claims subject to resolution in accordance with the "Cap"). Buyer's indemnification remedy first procedures set forth in Sections 1.2(b) and 1.4, the rights provided to the Parties under this Article VI shall --- be satisfied out the sole and exclusive remedies of the Escrow Amount; provided that Parties and their respective Affiliates with respect to claims under this Agreement or otherwise relating to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitytransactions contemplated hereby, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply except in the case of the Uncapped Liabilities. Any breach of any of the covenants fraud or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitieswillful breach.

Limitations. With (a) No amounts of indemnity shall be payable as a result of any claim arising under: (i) Section 5.02(a) and Section 5.02(b) unless and until Losses claimed thereunder, when aggregated, are in excess of an amount equal $400,000 (the “Basket Amount”), in which case the REIT Indemnified Parties may recover the aggregate amount of all Losses payable thereunder; and (ii) Section 5.02(a) and Section 5.02(b) in excess of $5,000,000 (the “Indemnity Amount”) (aggregating all indemnity payments by all Sellers under Section 5.02; provided, that the aggregate indemnity payments by all Sellers under Section 5.02 shall not exceed the amount of the Purchase Price; and provided, further, none of the limitations set forth in this Section 5.04(a) shall be applicable with respect to fraud or intentional misrepresentation, representations and warranties set forth in any of the Seller Fundamental Representations or Business and Manager Sub Fundamental Representations and any claim for related to Section 5.02(c) through Section 5.02(h). (b) No amounts of indemnity shall be payable as a result of any claim arising under: (i) Section 5.03 unless and until Losses claimed thereunder, when aggregated, are in excess of the Basket Amount, in which case the Seller Indemnified Parties may recover the aggregate amount of all Losses payable thereunder; (ii) Section 5.03 in excess of the Indemnity Amount (aggregating all indemnity payments by the REIT under Section 5.03); provided, that none of the limitations set forth in this Section 5.04(b) shall: (A) be applicable with respect to fraud or intentional misrepresentation or representations and warranties set forth in any of the REIT Fundamental Representations, or (B) affect or otherwise limit any claim made or available under the R&W Insurance Policy. (c) For purposes of this Article 5, any inaccuracy in or breach of any representation or warranty and the Losses arising therefrom shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in Section 4 or otherwise applicable to such representation or warranty. (except for representations and warranties concerning (ad) Notwithstanding anything in this Article 5 to the firstcontrary, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) in the event that the REIT or the OP suffers any Losses as a result of fraud committed by a particular Seller (including, for the purposes of this Section 5.04(d), each of Validus Group, ▇▇▇▇ ▇. ▇▇▇▇▇▇, and CVA Holdings II as a “Seller”) (iiior particular Sellers) with respect Section 3.01, such Seller (or Sellers) shall be jointly and severally liable to the REIT or the OP for any such Losses; (ii) in the event that the REIT or the OP suffers any Losses as a result of fraud committed by a Seller (or particular Sellers) with respect to Section 4.4 3.02, such Seller (Absence of Conflict or Breach), (dSellers) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductibleseverally, but not the Capjointly, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject liable to the Deductible REIT or the CapOP for any such Losses; provided, nor will however, that no Seller shall be liable to the Deductible REIT or the Cap apply in the case OP for any Losses as a result of fraud, or with respect to Excluded Liabilitiesfraud that is committed by any party other than a Seller.

Limitations. With respect (i) From and after the Closing, neither Buyer nor Sellers shall be liable to the other under this Section 10.4 for any Damages until the aggregate amount otherwise due the party being indemnified exceeds an accumulated total of One Million Three Hundred Thousand Dollars ($1,300,000) and thereafter shall be liable only to the extent the aggregate amount exceeds the accumulated total of One Million Three Hundred Thousand Dollars ($1,300,000). Notwithstanding the foregoing, Sellers shall be liable for any and all Damages incurred in connection with, arising out of or resulting from or incident to (a) any Excluded Liabilities, including without limitation all Liabilities of Sellers and the Entities (y) for or arising out of or related to the violation by any Seller or any Entity of any Health Care Laws prior to the Closing and (z) for or arising out of or related to any claim for action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity of any Health Care Law(b) any knowing violation prior to Closing of any Regulation, (c) any conduct or course of action prior to Closing that a reasonably informed person engaged in the Business should have known constituted or would likely constitute a violation of a Regulation, and (d) the knowing breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning warrant hereunder; provided, further, that notwithstanding clause (a) of this sentence, Damages shall not include costs or expenses of Buyer incurred in connection with any restructuring or reconstitution of any Partnership to comply with Health Care Laws undertaken other than pursuant to a third party claim or Action. (ii) Notwithstanding any provision of this Agreement to the firstcontrary, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of Sellers' liability to Buyer hereunder for any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach breaches of any other of the representation representations or warranty on behalf of Seller contained herein, Seller warranties shall not have any obligation to indemnify Buyer from and against Losses exceed Fourteen Million Sixty-Two Thousand Five Hundred Dollars (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"14,062,500), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.

Limitations. With respect (a) Notwithstanding any other provision in this Article X, Parent will be entitled to indemnification only to the extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article X disregarding any claim for the breach of qualification in any representation or warranty contained in as to “materially” or “material”) exceed $100,000 (the “Deductible Amount”). Notwithstanding the foregoing, the Deductible Amount shall not apply with respect to any claims for indemnification by Parent pursuant to Section 4 (except for representations and warranties concerning (a10.1(i) with respect to any failure of the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Sections 3.5, 3.6, 3.8, 3.12 and 3.15 to be true and correct as of the Closing Date pursuant to Section 4.18 of this Agreement 9.2(a)(ii) and Parent shall be entitled to indemnification for all Indemnifiable Amounts arising under Section 10.1(i) with regard respect to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other failure of the representation or warranty on behalf representations and warranties set forth in Sections 3.5, 3.6, 3.8, 3.12 and 3.15 to be true and correct as of Seller contained herein, Seller shall not have any obligation the Closing Date pursuant to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"Section 9.2(a)(ii), nor . (b) for an The aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then which Parent will be entitled to proceed directly against Seller. The Deductiblebe indemnified will not exceed $15,000,000, but not and the Cap, shall apply in the case of the Uncapped Liabilities. Any breach liability of any single shareholder of Mentorix for indemnification obligations shall be further limited to such shareholder’s pro rata share of any Indemnifiable Amounts based on the covenants or agreements contained in Section 14 will not be subject aggregate amount of Merger Consideration paid to such shareholder (including amounts paid to the Deductible Escrow Agent for the benefit of such shareholder) relative to the aggregate amount of Merger Consideration paid to all the shareholders of Mentorix (including amounts paid to the Escrow Agent for the benefit of all such shareholders); provided, however, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or the Cap, nor will the Deductible fraud or the Cap apply in the case of fraud, willful misstatements or with respect to Excluded Liabilitiesomissions by Mentorix or such person.

Limitations. Notwithstanding anything in this § 10 to the contrary: (a) The amount of Damages required to be paid pursuant to this § 10 shall be reduced to the extent of any insurance proceeds actually received by the Indemnified Persons under insurance policies maintained by the Indemnified Persons. (b) Except for Limit Excluded Claims, no indemnification shall be required to be made pursuant to § 10.2(a) or § 10.4(a) unless and except to the extent that the aggregate amount of the Damages actually incurred by the Indemnified Persons with respect to all claims for such Damages exceeds Two Hundred And Fifty Thousand Dollars ($250,000) (the "Threshold Amount"). Notwithstanding the foregoing, any Damages arising under any matter constituting fraud, intentional misrepresentation, or criminal activity under applicable law shall not be subject to the Threshold Amount. (c) Except for Limit Excluded Claims, the aggregate amount payable pursuant to the indemnification obligation of Seller or Buyer pursuant to § 10.2(a) or § 10.4(a) shall be limited to Eight Million Dollars ($8,000,000.00) (the "Limit"). Notwithstanding the foregoing, any Damages arising under any matter constituting fraud, intentional misrepresentation, or criminal activity under applicable law shall not be subject to the Limit. (d) The sole remedy for a breach by Buyer of its obligations under § 11.1 will be a claim for Damages the Seller suffers as a direct result of any violation of WARN resulting therefrom. (e) To the extent that any Indemnified Person settles a Third Party Claim which is subject to indemnification under this Agreement, any amount paid in settling such claim in excess of the amount which was reasonable to settle such claim shall not be recoverable as Damages under this § 10. (f) With respect to Damages arising solely from any Breach of any representation or warranty made by Seller in § 3.22, the following additional limitations shall apply, to the extent applicable, to any claim by Buyer Indemnified Persons under § 10.2(a): (i) The Claims Period with respect to any alleged breach of representation regarding Patents shall be for the life of the respective Patent in issue, or with respect to any other Intellectual Property Asset in issue, the life of such Intellectual Property Asset, or five (5) years, whichever is shorter. (ii) If Buyer brings or threatens to bring a lawsuit based on patent infringement against a Person not a Party, and such Person asserts, by way of counterclaim in that lawsuit, declaratory judgment, request for re-examination, protest, or similar proceeding, that any patent which is a part of the Acquired Assets is not valid or enforceable, Seller shall not be required to pay any Damages incurred by Buyer with respect to that Person's assertion, whether for defending or arising out of such invalidity or unenforceability assertion, as it relates to such patent, unless Seller is adjudged in an unappealable decision of a court of competent jurisdiction to have intentionally committed fraud on a patent office in obtaining such patent. If Seller is accused of such fraud, any obligation of Seller hereunder shall be dependent upon Seller being notified in writing by Buyer as soon as reasonably practical so as not to prejudice Seller in its ability to defend against such accusation. (iii) With respect solely to any claims by Buyer as a result of a contention by any Person which is inconsistent with the representation by Seller in the second sentence of § 3.22(d)(iv) pertaining to the alleged infringement of any Person's patent or proprietary right, Seller's obligations under § 10.2(a) for a breach of § 3.22(d)(iv) shall include and be limited to (a) the defense of Buyer, at Seller's sole cost and expense, from any such contention, and (b) the payment by Seller of all damages and costs which may be finally awarded against Buyer for such contention in an unappealable decision by a court of competent jurisdiction; such obligation of Seller being dependent upon (1) Seller being given an opportunity to defend or settle such claim and furthermore given sufficient advance notice in writing from Buyer of any such claim as soon as reasonably practical so as not to prejudice Seller in its ability to defend or settle same, (2) Buyer otherwise being in compliance with § 10.5 hereof, (3) Buyer reasonably cooperating in the defense of such claim, and (4) Buyer taking such reasonable actions as would eliminate or mitigate any damages or as may be reasonably necessary to reduce or preclude liability, including but not limited to the reasonable replacement or redesign, at Seller's option and expense, of any products made the subject of the claim by such Person. Furthermore, Seller shall have the option to obtain permission or a license from such Person, at Seller's own cost, for Buyer to continue to manufacture and sell the products alleged to infringe; however, if Seller authorizes Buyer to include, and Seller agrees to pay the Buyer, the amount of any royalty payments for such permission or license as a charge back to Seller by Buyer in the form of additional costs added, pro rata, to the price of goods thereafter purchased by Seller from Buyer, then Seller shall not be required separately to pay, or reimburse directly to Buyer for, such royalty, provided Buyer recovers the amount of all of the royalty payments by way of such charge back. Notwithstanding, Buyer shall exercise commercially reasonable efforts to pass along the cost of any royalty for such permission or license by way of a price increase to the trade of the product made the subject of the claim by such Person. If such price increase is effected, and Buyer recovers the total cost of such royalty payments, then Seller will have no obligation to incur the cost of, or reimburse Buyer for, such royalty. Moreover, the representation of the second sentence of § 3.22(d)(iv), and Seller's indemnification obligations related thereto, only apply to the manufacture or sale by Buyer of a product of the exact design (or a design in which any change is insignificant) of a product manufactured or sold by Seller immediately prior to the Closing Date, and shall not apply with respect to any product or process which has been modified or changed (except in an insignificant manner) from that of Seller's product or process before the Closing Date. This § 10.8(f)(iii) constitutes the sole responsibility of Seller to Buyer with respect to a claim of infringement of any patent or proprietary right with respect to a claim based solely on a Breach of a representation(s) in the second sentence of § 3.22(d)(iv). IN PARTICULAR, AND BY WAY OF EXAMPLE AND NOT BY WAY OF LIMITATION, SELLER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY BUYER SOLELY AS A RESULT OF A BREACH OF ANY REPRESENTATION IN THE SECOND SENTENCE OF § 3.22(D)(IV). (g) With respect to any claim for the breach of any representation indemnification by a Buyer Indemnified Person pursuant to § 10.2(a) or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of and involving any facts or circumstances involving occupational safety and all inaccurate representations health, OSHA or other similar issues, Seller and warranties set forth in Section 4.18 of this Agreement with regard Parent shall not be liable to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or Indemnified Person for any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only Damages except to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Damages relate specifically and only to time periods prior to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesEffective Time.

Limitations. With respect to (a) No amounts of indemnity shall be payable as a result of any claim for the arising under Section 8.2(a)(i), other than as a result of any claim arising under any inaccuracy in or any breach of any representation or and warranty contained in Section 4 (except for representations made by Seller pursuant to Sections 3.1 [organization and warranties concerning qualification], 3.2 (a) [authority], 3.3 [ownership of Shares and Subsidiaries] and 3.24 [brokers], unless and until the firstPurchaser Indemnified Parties have suffered, third and last sentences incurred, sustained or become subject to Losses in Section 4.1 excess of $8,840,000 (Corporate Status)the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties may bring a claim for all Losses in excess of such amount. (b) Other than any claim arising under Section 4.3 (Authorizations and Binding Obligations8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b), no claim for Losses arising from a single event or a series of related events or from the same events or circumstances may be brought by Purchaser unless the aggregate amount of such claim or series of related claims or same events or circumstances is in excess of $50,000 (the “De Minimis Claim”). Any losses not exceeding the De Minimis Claim amount will not be used in computing the Deductible. (c) subsections Other than as a result of any claim arising under Section 8.2(a)(ii), Section 8.2(a)(iii), Section 8.2(b) or any inaccuracy in or any breach of any representation and warranty made by Seller pursuant to Sections 3.1 [organization and qualification], 3.2 (a) [authority], 3.3 [ownership of Shares and Subsidiaries] and 3.24 [brokers], the maximum liability of Seller under Section 8.2 shall not exceed $66,300,000 in the aggregate (the “Indemnity Amount”). (d) Without duplication the amount of indemnification payable to an Indemnified Party under this Article VIII shall be reduced to take account of any net Tax benefit reasonably expected to be realized by the Indemnified Party or its Affiliates as a result of the incurrence or payment of any Loss being indemnified. In connection with any claim for indemnification, the Indemnified Party will (i) seek full recovery from any third parties and under all insurance policies covering any Loss and (iiiii) use its commercially reasonable efforts to mitigate any actual or potential Loss, in Section 4.4 (Absence each case to the same extent as it would if such Loss were not subject to indemnification pursuant to the terms of Conflict this Agreement. In the event that a net insurance or Breach)other recovery is received by the Indemnified Party with respect to any Loss for which an Indemnified Party has been indemnified by the Indemnifying Party hereunder, (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property)then a refund equal to the aggregate amount of the net recovery by the Indemnified Party will be made, which refund will be paid promptly to the Indemnifying Party that provided such indemnification to the Indemnified Party. (e) None of the limitations set forth in this Section 4.20 (Taxes), 8.4 or otherwise in this Agreement shall apply to claims for fraud. (f) For the avoidance of doubt the indemnity set forth in Section 4.29 (Brokerage), and (g8.2(b) Losses arising out is not subject to any of any and all inaccurate the limitations applicable to the representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities3.10 [taxes].

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the firstThe aggregate Liability of Novartis for all Claims of Purchaser Indemnitees under Clause 15.1(a) (other than those based upon, third and last sentences in Section 4.1 (Corporate Statusresulting from, arising out of or relating to Clause 12.1(j), ) shall be limited to [***] (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller Novartis shall not have be liable for any obligation to indemnify Buyer from and against Losses (aClaim of Purchaser Indemnitees under Clause 15.1(a) unless and until the aggregate amount of all Losses in respect of Buyer exceed $50,000indemnification under Clause 15.1(a) (other than those based upon, resulting from, arising out of or relating to the Specified Representations) exceeds [***] (the “Seller Indemnification Threshold”), and then only the Losses in excess of the Seller Indemnification Threshold shall be recoverable hereunder. (c) The aggregate Liability of Purchaser for all Claims of Seller Indemnitees under Clause 15.2(a) shall be limited to [***]. (d) Purchaser shall not be liable for any Claim of Seller Indemnitees under Clause 15.2(a), unless and until the extent aggregate amount of such excess all Losses in respect of indemnification under Clause 15.2(a) exceeds [***] (the "Deductible"“Purchaser Indemnification Threshold”), nor (b) for an aggregate amount and only the Losses in ---------- excess of $2,200,000 the Purchaser Indemnification Threshold shall be recoverable hereunder. (e) In no event shall Purchaser or Novartis be liable in connection with this Agreement or the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out transactions contemplated hereby for any Losses that are punitive, incidental, consequential, special or indirect, including breaches of the Escrow Amount; provided that to confidentiality provisions in Clause 17. [***] Certain information in this document has been omitted and filed separately with the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against SellerSecurities and Exchange Commission. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or Confidential treatment has been requested with respect to Excluded Liabilities.the omitted portions

Limitations. With (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) no individual claim (or series of related claims) for indemnification under Sections 6.1(a) or 6.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $10,000; (A) except with respect to breaches of the Seller Fundamental Representations, the Seller shall be liable with respect to claims under Section 6.1(a) for only that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 6.5(a)(i)), considered together, which exceeds $250,000 and (B) except with respect to breaches of the Buyer Fundamental Representations, the Buyer shall be liable with respect to claims under Section 6.2(a) for only that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 6.5(a)(i)), considered together, which exceeds $250,000; (iii) (A) the aggregate liability of the Seller for indemnification claims under Section 6.1(a) (other than indemnification claims with respect to breaches of the Seller Fundamental Representations) shall not exceed an amount equal to twenty-five percent (25%) of the Purchase Price and (B) the aggregate liability of the Buyer for indemnification claims under Section 6.2(a) (other than indemnification claims with respect to breaches of the Buyer Fundamental Representations) shall not exceed an amount equal to twenty-five percent (25%) of the Purchase Price; and (iv) with respect to breaches of the Seller Fundamental Representations, the aggregate liability of the Seller for indemnification claims under Section 6.1(a) shall not exceed the Purchase Price. (b) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts (including by pursuing all legal rights and remedies available) in order to mitigate and minimize the Damages for which indemnification is contemplated by this ARTICLE VI, including pursuing commercially reasonable insurance claims with respect to any Damages or pursuing in a commercially reasonable manner any indemnification obligations of third parties with respect to any Damages that are or may be the subject of an indemnification claim hereunder. (c) The amount of Damages 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 Damages to which such indemnity claim relates, from an insurance carrier or any other Person. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the breach 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 Damages with respect to such claim which the Indemnified Party has become entitled to receive under this ARTICLE VI. (d) The representations and warranties of the Parties, and the right of any Indemnified Party with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Indemnified Party (including by any of its Representatives) or by reason of the fact that such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty contained is, was or might be inaccurate or by reason of such Indemnified Party’s waiver of any condition set forth in Section 4 (except for representations and warranties concerning (a) ARTICLE V, as the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), case may be. (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), The Parties agree that where one and (g) Losses arising out the same set of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as facts qualifies under more than one provision entitling the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the CapSeller to a claim or remedy under this Agreement, nor will the Deductible there shall be only one claim or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesremedy.

Limitations. With (i) The Seller Parties shall not be liable to the Buyer Indemnified Parties for any Losses with respect to the matters contained in Section 7.2(a) unless the aggregate of all Losses therefrom exceeds an amount equal to $20,000,000 (the “Deductible”), and then only for Losses in excess of the Deductible. (ii) Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters contained in Section 7.3(a) unless the aggregate of all Losses therefrom exceeds an amount equal to the Deductible, and then only for Losses in excess of the Deductible. (i) The Seller Parties shall not be liable to the Buyer Indemnified Parties with respect to the matters contained in Section 7.2(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $150,000 dollars (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(i). (ii) Buyer shall not be liable to the Seller Indemnified Parties with respect to the matters contained in Section 7.3(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(ii). (c) In no event shall the Seller Parties’ aggregate liability to the Buyer Indemnified Parties for Losses with respect to the matters contained in Section 7.2(a) exceed $300,000,000 (the “Cap”). In no event shall Buyer’s aggregate liability to the Seller Indemnified Parties for Losses with respect to matters contained in Section 7.3(a) exceed the Cap. Table of Contents (d) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such person or its Affiliate has actually been indemnified or reimbursed for such amount under any other provision of this Agreement or any Ancillary Agreement. (e) Notwithstanding anything herein to the contrary, in no event shall an Indemnifying Party be liable under this Article VII for any indirect, incidental, exemplary, punitive, special or consequential damages, other than any such damages for which an Indemnified Party is found liable to a third party through the final resolution of a Third Party Claim. (f) Notwithstanding anything to the contrary contained herein, the Seller Parties shall not be liable for any Losses to the extent such Losses would not have arisen but for any winding up, a change in the operation of the Companies by Buyer or its Affiliates after the date hereof, reorganization or change in ownership of any member of Buyer’s group after the date hereof. (g) Notwithstanding anything to the contrary contained herein, with respect to any claim for the Losses relating to a breach of any representation or warranty contained in Section 4 (except for the representations and warranties concerning (a) the first, third and last sentences in Section 4.1 3.15, the Seller Parties shall not be liable for any Losses to the extent arising out of any voluntary sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration, subsurface excavation (Corporate Status)or any modification of operations that results in sampling, (bsite investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) Section 4.3 (Authorizations and Binding Obligations)after the Closing, (c) subsections except for (i) repair and maintenance activities conducted in the ordinary course of business after the Closing, or (iiiii) any sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration, subsurface excavation (or any modification of operations that results in sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) undertaken after the Closing (A) by or on behalf of Seller Parties, the W▇▇▇▇ Transferee or the Linden Transferee at the W▇▇▇▇ Property or the Linden Property; (B) by or on behalf of Buyer pursuant to its obligations under any consent decree, consent order or other settlement agreement (or any binding agreement, if entered into by the Companies prior to the Closing Date) with any Governmental Authority or under the Transition Services Agreement with respect to the Linden Property; (C) to respond to an imminent and substantial endangerment to the environment or human health; or (D) in Section 4.4 specific response to an inquiry, request, claim or demand by a Governmental Authority. (Absence of Conflict or Breachh) Notwithstanding anything herein to the contrary, the limitations set forth in Sections 7.4(a), (d) Section 4.8 (b) and (c) shall not apply to (Owned and Leased Tangible Personal Propertyi) indemnification for Taxes, which is governed exclusively, subject to Section 5.5(d), (eby Section 5.5(a) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (gii) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the indemnification arising out of, any breach of any Fundamental Representations and Warranties or any failure of any such Fundamental Representation (other than those expressly given as of a date specified therein) to be true and correct as of and as if made on the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses Closing Date. (ai) unless and until the aggregate Losses of Buyer exceed $50,000, and then only Notwithstanding anything herein to the extent of such excess (the "Deductible"contrary, in no event shall Seller Parties’ aggregate liability under this Agreement, excluding any liability for Taxes, which is governed exclusively, subject to Section 5.5(d), nor by Section 5.5(a), exceed the Purchase Price (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"as it may be adjusted pursuant to Section 2.4). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.

Limitations. With respect 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 any 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 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 5.1, Section 5.2 and Section 5.5 (except the “Fundamental Representations”) may be made at any time and (ii) for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Section 4.3 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 0.05% of the Purchase Price (Authorizations and Binding Obligationsthe “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 shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 shall not exceed the Indemnity Cap. (c) subsections 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) and the Fundamental Representations or (iiiii) the indemnification obligations set forth in Section 4.4 (Absence of Conflict or Breach), this Article XI. (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property)With respect to Buyer Indemnified Costs incurred by the Company for which indemnification by the SN Parties is required hereunder, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller SN Parties shall not have any obligation be obligated to indemnify the Buyer from and against Losses (a) unless and until the aggregate Losses of Indemnified Parties only for such Buyer exceed $50,000, and then Indemnified Costs only to the extent of Buyer’s 50% responsibility for such excess Buyer Indemnified Costs (with the "Deductible"), nor (b) for an aggregate amount in ---------- excess other 50% of $2,200,000 (such Buyer Indemnified Costs being the "Cap"obligation of the LLC Agreement’s counterparty). Buyer's With respect to Seller Indemnified Costs incurred by the Company for which indemnification remedy first by Buyer is required hereunder, Buyer shall --- be satisfied out of obligated to indemnify the Escrow Amount; provided that Seller Indemnified Parties only for such Seller Indemnified Costs only to the extent of Seller’s 50% responsibility for such Seller Indemnified Costs (with the Escrow Amount is insufficient other 50% of such Seller Indemnified Costs being the obligation of LLC Agreement’s counterparty). (e) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Section 6.4 and Article XII, 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 satisfy the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (f) For purposes of determining any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any Losses resulting from a breach of any of the covenants or agreements SN Parties’ representations and warranties contained in Section 14 will not Article III or Article IV for which Buyer Indemnified Parties would be subject entitled to the Deductible indemnification, any dollar or the Cap, nor will the Deductible or the Cap apply materiality qualifications in the case of fraud, or with respect to Excluded LiabilitiesSN Parties’ representations and warranties shall be disregarded.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) No amount shall be payable to the Stockholders in satisfaction of claims for indemnification pursuant to Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a12.3(a)(i) unless and until the aggregate amount of all Losses of Buyer exceed $50,000the Stockholders arising therefrom exceeds the Threshold, at which time Parent shall indemnify the Stockholders for the full amount of all such Losses from and then only including the first dollar of all such Losses up to an amount equal to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that (A) the Threshold shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of representations and warranties contained in Sections 7.1 (Organization), 7.2 (Authorization), 7.3 (Capitalization) or 7.8 (No Brokers) (collectively, the extent “Parent Fundamental Representations”), and (B) none of such Losses shall count towards the Escrow Amount is insufficient satisfaction of the Threshold. (ii) The aggregate amount of all payments made by Parent in satisfaction of claims for indemnification pursuant to satisfy any remaining indemnification liability, Buyer Section 12.3(a)(i) shall then be entitled to proceed directly against Seller. The Deductible, but not exceed the Cap; provided that (A) no payments made by Parent with respect to Losses resulting from, shall apply in the case arising out of the Uncapped Liabilities. Any breach or relating to breaches of any of the covenants or agreements contained Parent Fundamental Representations shall count towards the Cap and (B) in no event shall the aggregate amount of all payments made by Parent in satisfaction of claims for indemnification pursuant to Section 14 will not be subject to the Deductible or 12.3(a)(i) exceed the Cap. (iii) Following the Closing, nor will no Stockholder Indemnified Party shall have any right to seek contribution from the Deductible Surviving Company (or the Cap apply in the case of fraud, or any Affiliate thereof) with respect to Excluded Liabilitiesany indemnification claim of a Parent Indemnified Party against any Stockholder Indemnified Party hereunder. (iv) Notwithstanding anything to the contrary herein, Parent shall not be liable to the Stockholder Indemnified Parties for Losses under Section 12.3 that constitute consequential, special, punitive or exemplary damages (in each case, except to the extent constituting Third Party Claims) claimed by such other party or parties, as the case may be, resulting from such first party’s breach of its representations, warranties or covenants hereunder.

Limitations. With respect Anything in this Article 10 to any claim for the breach of any representation or warranty contained in Section 4 (except for representations contrary notwithstanding, the following qualifications, limitations and warranties concerning restrictions shall apply: (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict No indemnification under this Article 10 shall be payable by Seller or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard Owner to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") other party (or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aparties) unless and until the aggregate Losses of Buyer for which Seller or Owner are liable equal or exceed Fifty Thousand Dollars ($50,000) (the “Deductible Amount”), at which point all accumulated Losses for which the applicable party (or parties) are liable hereunder shall be subject to indemnification hereunder if and then only to the extent of such excess (they exceed the "Deductible"), nor Deductible Amount. (b) Except for an aggregate amount in ---------- excess claims based on Losses relating to a breach by Seller or Owner of $2,200,000 Sections 5.2(a), 5.3(a), 5.7(a), 5.9 and 5.11 (the "Cap"for which there shall be no limit on liability). Buyer's , Seller or Owner shall not be required to pay indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that under this Article 10 to any other party (or parties) if and to the extent the Escrow Amount aggregate of all Losses for which Seller or Owner would be liable would exceed Four Hundred Twenty Five Thousand Dollars ($425,000). (c) No indemnification shall be payable by any party with respect to matters as to which it has not received a Notice of Claim within one (1) year after the Closing Date, except that, (i) there shall be no limitation on the time during which indemnification may be sought or obtained (other than the applicable statutes of limitation) for (A) Losses relating to a breach by Seller or Owner of Sections 5.1, 5.2(a), 5.3(a) or 5.7(a), or (B) Losses relating to a breach by Seller or Owner of Section 5.9, or (C) Losses relating to a breach by Seller or Owner of Section 5.16, and (D) Losses relating to a breach by Buyer or Guarantor of Sections 6.1, 6.2, 6.3 or 6.5. If any Claim (or Claims) are being arbitrated pursuant to Section 11.5 at the time such one (1) year period expires, the party (or parties) determined by the Arbitrator to be liable under this Article 10 shall be required to reimburse the party entitled to indemnification as if such one (1) year period had not expired. (d) In determining the amount of any Loss for which any party is insufficient entitled to satisfy indemnification under this Agreement, the gross amount thereof will be reduced by any remaining indemnification liabilitycorrelative insurance proceeds or other third party indemnity or reimbursement proceeds realized or to be realized by such party. Each party shall use its best efforts to mitigate any loss suffered by it in relation to any indemnifiable claim, Buyer including without limitation, pursuing any available insurance coverage or other rights of indemnity or reimbursement from third parties with respect to any such loss, liability or expense. (e) Payments by the Obligor to the Claimant pursuant to Section 10.1 or 10.2, as the case may be, shall then be reduced by the amount of any Tax benefit realized or reasonably expected to be realized by the Claimant as a result of such payment. (f) Obligor shall not be liable for any consequential, incidental, special or punitive damages. (g) Although a Claimant may be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or indemnification hereunder with respect to Excluded Liabilitiesa Loss under more than one provision of Section 10.1 or 10.2, as the case may be, a Claimant shall only be indemnified once with respect to any such Loss.

Limitations. With respect (a) Notwithstanding any provision contained in this Section 11 to the contrary, no Indemnitee shall be entitled to assert any claim for the breach indemnification in respect of any representation breach(es) of representations, warranties, covenants and agreements under Sections 11.2(a) or warranty contained in 11.2(b) hereof until such time as all claims for indemnification hereunder (including those under Section 4 7 hereof) by such Person (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"related Indemnitees) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess 4,000,000 (the "Deductible"), nor (b) for an aggregate after which the amount of all claims in ---------- excess of the Deductible (excluding the Deductible) shall be recoverable in full; PROVIDED, HOWEVER, that the aggregate dollar amount of PRI's individual and the Kali Shareholders' aggregate indemnification obligations hereunder shall not exceed $2,200,000 32,500,000 (the "CapClaims Limitation"). Buyer's indemnification remedy first , except (i) if the Indemnifying Party shall --- be satisfied out have made any representation or warranty contained herein that was fraudulent or (ii) for breaches of the Escrow Amount; provided that Sections 3.3, 3.13(l), 4.2, 4.7, 6.4, 6.5, 6.9 and 6.10 hereof, in either of which case and subject to the extent terms of such Sections, the Escrow Amount is insufficient to satisfy Claims Limitation shall not apply and (in respect of clause (ii) above) any remaining indemnification liability, Buyer Losses in connection therewith shall then not be entitled to proceed directly against Sellerincluded or calculated in determining whether the Claims Limitation has been exceeded. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of Notwithstanding any of the foregoing, (A) the Deductible shall not apply to or cover (x) any breach(es) of the representations and warranties contained in Sections 3.1 (other than the last two sentences thereof), 3.2, 3.3, 3.9(d) and (e), 3.13(l), 3.26, 3.27, 4.2, 4.7, 5.1, 5.5 or 5.6 hereof or in the Estimated Closing Certificate or of the covenants and agreements contained in Sections 6.4, 6.5, 6.9, 6.10, 6.12, 6.16 and 6.19 hereof or (y) subject to Sections 10.2 and 10.3(a) hereof, any breach(es) of the representations, warranties, covenants or agreements contained herein if the Closing does not occur and (B) the Deductible, in respect of any breach(es) of Section 14 will 6.1 hereof, shall be deemed to be $100,000. (b) Notwithstanding anything set forth in this Agreement, except (x) for the right to seek to specifically enforce the covenants contained in Sections 6.4, 6.9, 6.10, 6.14 and 6.16 under this Agreement, (y) as specifically provided in Sections 6.5, 6.13(e), 7 and 10 hereof and (z) for remedies that may not be subject waived as a matter of law, the sole and exclusive remedy of the Parties for breaches of the representations, warranties, covenants and agreements contained in this Agreement (and any certificate delivered pursuant hereto), or otherwise in connection with the transactions contemplated hereby, shall be limited to the Deductible or the Cap, nor will the Deductible or the Cap apply indemnification rights set forth in the case of fraud, or with respect to Excluded Liabilitiesthis Section 11.

Limitations. (a) The Seller shall not be liable for Damages which, individually considered, are lower than an amount equal to €10,000 (the “De Minimis Exclusion”). Any Damages not exceeding the De Minimis Exclusion shall be considered non-indemnifiable Damages under this Agreement; provided, however, that a series of Claims of the same nature having in common the same cause or origin shall be considered to be a single Claim for the purposes of the De Minimis Exclusion. With respect to claims for Damages arising under Section 7.1.(a), the Seller shall not be liable for any Damage until the aggregate amount of such Damages exceeds €300,000 (at which point the Seller shall become liable for all Damages from the first Euro) (the “Tipping Basket”). The limitations set forth in this paragraph (a), including the De Minimis Exclusion and the Tipping Basket, shall not apply to Damages based upon, in connection with or resulting from (i) fraud, intentional or knowing misrepresentation, willful breach or willful misconduct on the part of the Seller, (ii) a breach, inaccuracy or failure to be true of any of the Fundamental Representations, or (iii) any of the Special Indemnification Matters. (b) The aggregate total amount in respect of which the Seller may be liable under Section 7.1.(a) (other than for, or in connection with or arising out of a Fundamental Representation) to the Globant Indemnified Parties shall not exceed the amount of €20,000,000; provided, however, that the aggregate Liability of the Seller resulting from any of the Special Indemnification Matters and for breach of Fundamental Representations shall be limited to the Purchase Price effectively received by the Seller; provided, further, that the aggregate Liability of the Seller in respect of fraud, intentional or knowing misrepresentation, willful breach or willful misconduct shall not be limited. (c) Notwithstanding anything else herein to the contrary, any Globant Indemnified Party will have the right to withhold from, reduce, set-off against and retain from any Contingent Payments, such Globant Indemnified Party’s good faith, reasonable estimate of any indemnification to which such Globant Indemnified Party is entitled hereunder; provided that, if the final amount of Damages for such indemnification claim is less than the amount by which the portion of the applicable Contingent Payment was withheld, reduced, set-off or retained, then such Globant Indemnified Party shall promptly make payment of such difference. The exercise by Globant Indemnified Parties of their right to set-off against, reduce, retain or withhold Contingent Payments may be exercised in whole or in part at the election of the Globant Indemnified Parties. If the Globant Indemnified Parties are not, following an election to exercise the rights set forth in this Section 7.5(c), completely and fully indemnified for all such Damages, such Globant Indemnified Party shall have the right to payment of any such amounts (or any portion thereof) corresponding to Damages directly from the Seller subject to any applicable limitations set forth in this Section 7.5. (d) Notwithstanding anything in this Agreement to the contrary: (i) the Seller acknowledges and agrees that it does not have any right of indemnification, contribution or reimbursement from or remedy against the Company as a result of any indemnification it is required to make under or based upon, arising out of, caused by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement or any other Transaction Document (including any such breach or inaccuracy of a representation, warranty, covenant or other obligation of or with respect to the Company); and (ii) the Seller hereby releases, waives and forever discharges any right to indemnification, contribution or reimbursement that it may have at any time against the Company under or based upon, arising out of, caused by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation in this Agreement or any other Transaction Document. (e) The rights to indemnification set forth in this ARTICLE 7 shall not be affected by (i) any investigation conducted by or on behalf of any Globant Indemnified Party or any knowledge acquired (or capable of being acquired) by any Globant Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) any waiver by the Purchaser of any closing condition relating to the accuracy of representations and warranties or the performance of or compliance with agreements and covenants. (f) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty contained set forth in Section 4 ARTICLE 5, and (except for representations and warranties concerning (aii) the first, third and last sentences in Section 4.1 (Corporate Status)amount of Damages for which the Purchaser may be entitled to indemnification under this ARTICLE 7, (b1) Section 4.3 each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict including any qualifications or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokeragelimitations made by reference to a Material Adverse Effect or similar materiality qualifiers), and (g2) Losses arising out of in connection with Damages in any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s)currency other than US Dollars, which are collectively referred to the relevant amount shall be converted at the Applicable FX Rate as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf close of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until business of the aggregate Losses of Buyer exceed $50,000, and then only date immediately prior to the extent of date when such excess (Damage was effectively suffered by the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesIndemnified Party.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) The VZW Parties shall not be liable for any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the first, third and last sentences in Section 4.1 aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds $10,000,000 (Corporate Statusthe “Deductible”), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence which case the VZW Parties shall only be liable to the T-Mobile Indemnified Parties for Losses in excess of Conflict the Deductible; provided however that the Deductible shall not be applicable with respect to inaccuracies in or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out breaches of any and all inaccurate the representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(sSections 3.6(a), which are collectively referred to as 3.6(g) and 3.6(j). In no event shall the "Uncapped Liabilities"VZW Parties’ aggregate liability under Section 8.2(a)(i) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor 1.0 billion. (b) The T-Mobile Parties shall not be liable for an any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds the amount of the Deductible, in ---------- which case the T-Mobile Parties shall only be liable to the VZW Indemnified Parties for Losses in excess of $2,200,000 (the "Cap"Deductible; provided, however, that the Deductible shall not be applicable with respect to inaccuracies in or breaches of the representations and warranties set forth in Sections 4.6(a), 4.6(g) and 4.6(j). Buyer's indemnification remedy first In no event shall --- the T-Mobile Parties’ aggregate liability under Section 8.2(a)(i) exceed $1.0 billion. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be satisfied out liable for any Losses that are consequential, exemplary or punitive, or otherwise not constituting actual direct Losses, regardless of the Escrow Amount; theory of recovery, provided that this Section 8.3(c) shall not apply to (i) any intentional or willful misrepresentations or any breaches of covenants or agreements by any Party, or (ii) any damages that are payable to third parties pursuant to a final, non-appealable order. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses, and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses. (e) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnified Party, the Indemnifying Party shall be subrogated to, and the Indemnified Party shall assign to the extent Indemnifying Party, such of the Escrow Amount Indemnified Party’s rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek recovery from the Potential Contributor of the amount of such payment. (f) Each of the Parties acknowledges and agrees that the licenses it is insufficient transferring to satisfy the other Party pursuant to this Agreement are unique and that, prior to Closing, remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its obligations under this Agreement. Accordingly, the Parties agree that in the event of any remaining indemnification liabilitysuch breach, Buyer the non-breaching Party shall then be entitled to proceed directly against Seller. The Deductiblea decree of specific performance pursuant to which the breaching Party is ordered to affirmatively carry out its pre-Closing and Closing obligations under this Agreement, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by the Capnon-breaching Party, nor will and the Deductible non-breaching Party expressly reserves any and all rights and remedies available to the non-breaching Party at law or the Cap apply in equity in the case event of fraud, any breach or with respect to Excluded Liabilitiesdefault by the breaching Party under this Agreement.

Limitations. With For purposes of calculating Losses subject to indemnification under Section 4.14 and this Article VI, any “materiality,” or “Seller Material Adverse Effect” or “Purchaser Material Adverse Effect” qualifications in the representations, warranties, covenants and agreements shall be disregarded. Seller Parent shall not be liable to the Purchaser Indemnitees pursuant to Section 6.02(a)(1) until the Losses with respect to the matters contemplated by such Section exceed an aggregate amount equal to $5,000,000 dollars (the “Deductible”), in which case, Seller Parent shall be liable for all Losses with respect to such matters in excess of the Deductible, up to an aggregate maximum amount payable equal to $100,000,000 dollars (the “Indemnity Cap”); provided, that, to the extent that any claim for the Loss with respect to such matters arises out of, results from or relates to a breach of any representation Fundamental Representation made by Seller Parent or warranty contained fraud, neither the Deductible nor the Indemnity Cap shall apply. Purchaser Parent shall not be liable to the Seller Indemnitees pursuant to Section 6.02(b)(1) until the Losses with respect to such matters exceed the Deductible, in Section 4 (except which case, Purchaser Parent shall be liable for representations and warranties concerning (a) all Losses with respect to such matters in excess of the firstDeductible, third and last sentences in Section 4.1 (Corporate Status)up to an aggregate maximum amount payable equal to the Indemnity Cap; provided, (b) Section 4.3 (Authorizations and Binding Obligations)that, (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict to the extent that any Loss arises out of, results from or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out relates to a breach of any Fundamental Representation made by Purchaser Parent or fraud, neither the Deductible nor the Indemnity Cap shall apply. For the avoidance of doubt, the Deductible and all inaccurate representations and warranties Indemnity Cap shall not apply to any Losses with respect to Taxes, which are covered by Section 4.14. In addition to the other limitations set forth in this Section 4.18 of this Agreement with regard to any Plan(s6.02(c), which are collectively referred in no event shall Seller Parent’s maximum aggregate Liability for all Losses pursuant to as Sections 4.14 and 6.02(a) exceed the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesPurchase Price.

Limitations. With (a) Notwithstanding the provisions of this Article 9 or Section 7.5 (but subject to the provisions of Sections 9.6(c), 9.6(d) and 9.6(e) relating to the reduction of the Indemnity Escrow Fund, the proportional reduction of the MDP Stockholder’s obligations hereunder, and the proportional reduction of each Management Indemnitor’s obligations hereunder, respectively): (i) except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (as applicable) for Losses resulting from any single claim that does not exceed $75,000; (ii) except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (as applicable) unless and until the total of all Losses suffered or incurred by the Indemnitee exceeds an amount equal to $21,062,500, and then only to the extent of such excess; (iii) in no event shall the aggregate amount to be paid for Losses and Tax Losses incurred by the Stockholder Indemnitees, on the one hand, or the Parent Indemnitees and Parent Tax Indemnitees, on the other hand, for which such Indemnitees (including, as applicable any Parent Tax Indemnitee) is entitled to indemnification under this Agreement exceed $125,000,000 (the “Cap”), and, for the avoidance of doubt, in no event shall (A) the Other Stockholders’ aggregate liability under this Agreement exceed the Indemnity Escrow Amount, (B) the MDP Stockholder’s aggregate liability under this Agreement exceed the MDP Stockholder’s Indemnity Percentage multiplied by the Cap, or (C) any Management Indemnitor’s aggregate liability under this Agreement exceed the amount set forth opposite such Management Indemnitor’s name on Annex B. (iv) in no event shall the amount to be paid by the MDP Stockholder in respect of any claim for indemnification under this Agreement exceed the MDP Stockholder’s Indemnity Percentage of the amount of such claim; (v) in no event shall the amount to be paid by any Other Stockholder in respect of any claim for indemnification under this Agreement exceed such Other Stockholder’s Indemnity Percentage of the amount of such claim; and (vi) in no event shall the amount to be paid by any Management Indemnitor in respect of any claim for indemnification under this Agreement exceed such Management Indemnitor’s Indemnity Percentage of the amount of such claim. (b) In no event shall any party hereto be liable for, nor shall the definition of Losses and Tax Loss include (other than with respect to amounts actually paid in respect of third party claims), any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of future revenue, income or profits, or loss of business reputation or opportunity (provided that none of the foregoing shall include diminution in value), arising out of a breach in this Agreement, even if advised at the time of breach of the possibility of such damages. (c) In no event shall the MDP Stockholder, any Other Stockholder or any Management Indemnitor be liable under this Agreement for any Loss or Tax Loss to the extent an adequate provision or reserve for such Loss or Tax Loss was established in the Financial Statements (and in the case of a Tax Loss, specifically identified in the related Tax reserve work papers) or the matter giving rise to such Loss or Tax Loss was otherwise addressed in the Closing Funds Certificate. (d) In no event shall the MDP Stockholder, any Other Stockholder or any Management Indemnitor be liable for any Loss (i) that was caused by or results directly from any failure by Parent and its affiliates (including, following the Closing, the Surviving Corporation and its subsidiaries) to exercise commercially reasonable efforts to mitigate such Loss, or (ii) that is primarily a potential or unrealized Loss or Tax Loss (until such Loss or Tax Loss is realized (subject to the last sentence of Section 9.1)). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, indemnification for breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), 3.18 shall be limited to Losses incurred with respect to Pre-Closing Tax Periods. (e) Section 4.20 The amount of any Loss or Tax Loss for which indemnification is provided under this Article 9 shall be reduced to reflect: (Taxes1) any amount received by such Indemnitee (or, as applicable, the Surviving Corporation or any of its subsidiaries) with respect thereto under any insurance coverage (other than self insured or other policies to the extent to which any such policy allocates the cost of any recovery to the Indemnitee or its affiliates (including, as applicable, the Surviving Corporation or any of its subsidiaries), (f) Section 4.29 (Brokerage)or from any other person alleged to be responsible therefore, and (g2) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or associated Tax reductions actually realized with respect to Excluded Liabilitiessuch Losses.”

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) The Escrow Agreement is intended to secure the firstindemnification obligations of the Principal Stockholders under this Agreement. However, third and last sentences the rights of the Buyer under this Article 6 shall not be limited to the Escrow Shares nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights. (1) Notwithstanding the foregoing or anything contained herein to the contrary, the Buyer hereby agrees that it shall seek satisfaction of the indemnification obligations of the Principal Stockholders under this Article 6 (other than with respect to such Principal Stockholder's fraud) strictly in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections accordance with the following clauses (i) and through (iiiiv) below, provided that (I) the Buyer shall not attempt to collect any Damages directly from the Principal Stockholders unless there are no remaining Escrow Shares held in Section 4.4 (Absence of Conflict or Breach)escrow pursuant to the Escrow Agreement, (dII) Section 4.8 the Principal Stockholders shall not have any liability for any Damages in excess of the amount of the Indemnity Cap (bas defined below) and or in excess of the percentages set forth in clauses (ci) through (Owned and Leased Tangible Personal Property)iv) below, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties except as set forth in Section 4.18 6.5(c) below, and (III) the liability of the Principal Stockholders shall be joint and several; provided, however, that a Principal Stockholder shall not be liable for any other Principal Stockholder's fraud, misrepresentation, breach of a warranty made by such other Principal Stockholder or failure to perform any covenant or agreement of such other Principal Stockholder contained in this Agreement with regard Agreement, the Ancillary Agreements or the Company Certificate, except that this proviso shall not apply as between FrontLine and RSI ESO: (i) the first two million dollars ($2,000,000) of Damages such amount to any Plan(sbe reduced by the Excess RIF Expenses and the Excess Company Expenses (collectively, the "Purchase Price Adjustment"), which are collectively referred if any), up to as the "Uncapped Liabilities"a maximum of $2,000,000) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "DeductibleFirst Tier Indemnification") shall be borne 65% by FrontLine, 17.5% by H. ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") and 17.5% by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ("Cooperstone"), nor ; (bii) for an aggregate amount the next two million dollars ($2,000,000) of Damages in ---------- excess of $2,200,000 the First Tier Indemnification (the "CapSecond Tier Indemnification") shall be borne 50% by ▇▇▇▇ and 50% by Cooperstone (and no payment therefore or contribution thereto shall be made by FrontLine). Buyer's ; (iii) the next four million ($4,000,000) of Damages in excess of the First Tier Indemnification and the Second Tier Indemnification (the "Third Tier Indemnification") shall be borne 100% by FrontLine (and no payment therefore or contribution thereto shall be made by ▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇); and (iv) any Damages in excess of the First Tier Indemnification, the Second Tier Indemnification and the Third Tier Indemnification (the "Fourth Tier Indemnification") shall be borne 67% by FrontLine, 16.5% by ▇▇▇▇ and 16.5% by Cooperstone. (2) Escrow Property (as defined in the Escrow Agreement) that may be distributed from the escrow in satisfaction of indemnification remedy first claims under this Article 6 shall --- be satisfied out reflect the indemnification allocation structure set forth above up to the full amount of the Escrow Amount; Property. The Principal Stockholders shall contribute Merger Shares to the escrow as follows and in the following order, provided that in no event shall the Principal Stockholders contribute in the aggregate more than 10% of the total Merger Shares into escrow: (i) first, ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall each contribute 50% of that number of Merger Shares as shall equal the quotient of (A) product of (x) 35% multiplied by (y) the difference between (1) $2,000,000 less (2) the Purchase Price Adjustment, if any (up to a maximum of $2,000,000), divided by (B) the Average LOI Price unless the Average Announcement Price is greater than 120% of or less than 80% of the Average LOI Price, in which case it shall be the Average Announcement Price; (ii) second, FrontLine shall contribute that number of Merger Shares as shall equal the quotient of (A) the product of (x) 65% multiplied by (y) the difference between (1) $2,000,000 less (2) the Purchase Price Adjustment, if any (up to a maximum of $2,000,000), divided by (B) the Average LOI Price unless the Average Announcement Price is greater than 120% of or less than 80% of the Average LOI Price, in which case it shall be the Average Announcement Price; (iii) third, ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall each contribute 50% of that number of Merger Shares, if any, as shall equal the quotient of (A) the amount (the "Third Tier Difference Amount") equal to the extent difference between (x) the Escrow Ten Percent ATMC Amount (as defined below) less the difference between (1) $2,000,000 less (2) the Purchase Price Adjustment, if any (up to a maximum amount of $2,000,000), such Third Tier Difference Amount being limited to a maximum of $2,000,000, divided by, (B) the Average LOI Price unless the Average Announcement Price is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case greater than 120% of or less than 80% of the Uncapped Liabilities. Any breach Average LOI Price, in which case it shall be the Average Announcement Price; and (iv) fourth, Frontline shall contribute that number of Merger Shares, if any, as shall equal the quotient of (A) the difference between (x) the Ten Percent ATMC Amount less the difference between (1) $4,000,000 less (2) the Purchase Price Adjustment, if any (such amount being limited to a minimum of zero), divided by, (B) the Average LOI Price unless the Average Announcement Price is greater than 120% of or less than 80% of the covenants or agreements contained Average LOI Price, in Section 14 will not which case it shall be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesAverage Announcement Price.

Limitations. Notwithstanding anything to the contrary in this Agreement, the Parties’ respective indemnification obligations under this Article VI are subject to, and limited by, the following: (i) No Indemnified Party shall assert, and the Indemnifying Party shall not be liable for, any claim for indemnification under Section 6.1(a), Section 6.2(a), Section 6.2(c) or Section 6.3(a), as applicable, until such time as the aggregate of all Damages that the Company Indemnified Parties or the Purchaser Indemnified Parties, as applicable, may have under such Section, as applicable, exceeds one percent (1%) of the Merger Consideration (the “Indemnity Basket”), after which the Indemnified Party shall be entitled to receive only the amount of that portion of any such Damages in excess of the Indemnity Basket subject to the other limitations on indemnity in this Article VI (i.e., the Indemnity Basket is a deductible). With respect to any claim for as to which the breach of any representation or warranty contained in Indemnified Party may be entitled to indemnification under Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status6.1(a), (b) Section 4.3 (Authorizations and Binding Obligations6.2(a), Section 6.2(c) or Section 6.3(a), as applicable, the Indemnifying Party shall not be liable for any individual or series of related Damages that do not exceed $5,000 (cwhich Damages shall not be counted toward the Indemnity Basket) subsections (ithe “Mini-Basket”). (ii) The aggregate liability of (A) Sellers and the Company in respect of claims for indemnification pursuant to Sections 6.2(a), 6.2(c) and 6.3(a) in the aggregate and (B) Purchaser in respect of claims for indemnification pursuant to Section 6.1 shall not exceed an amount equal to ten percent (10%) of the Merger Consideration (the “Cap”). (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other None of the representation Mini-Basket, the Indemnity Basket and the Cap shall apply to breaches of the Fundamental Representations. (iv) The aggregate liability of Sellers and the Company collectively under this Article VI or warranty on behalf of Seller contained herein, Seller otherwise shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until exceed the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesMerger Consideration.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything to the firstcontrary herein, third and last sentences in the Major Stockholders shall not be liable under Section 4.1 (Corporate Status), (b8.1(a) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and for any Claimed Amount which does not exceed $15,000 (iii) in Section 4.4 (Absence of Conflict or Breachthe “Claim Threshold”), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property)which, (e) Section 4.20 (Taxes)for the avoidance of doubt, (f) Section 4.29 (Brokerage)shall not count towards the Deductible Amount, and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aii) unless and until the aggregate Losses of Buyer under Section 8.1(a) for which they or it would otherwise be liable under this Article VIII exceed $50,000250,000 (the “Deductible Amount”) at which point the Major Stockholders shall become liable for all such Losses in excess of the Deductible Amount, and then only subject to the extent other limitations set forth in this Section 8.5. Parent shall similarly be liable to the Major Stockholders under Section 8.2(a) only for Losses (i) in respect of such individual claims that are in excess of the Claim Threshold and (ii) that are in excess of the "Deductible")Deductible Amount, nor in the aggregate. (b) Other than for an aggregate amount in ---------- excess of $2,200,000 (claims asserting Fraud, the "Cap")Holdback Shares shall be the exclusive means for Parent to collect any Losses for which it is entitled to indemnification under Section 8.1(a) from any Major Stockholder. Buyer's indemnification remedy first Each Major Stockholder shall --- be satisfied out liable, severally and not jointly up to such Major Stockholder’s Pro Rata Share of the Escrow Amountamount of Losses payable by the Major Stockholders to Parent; provided that to the extent the Escrow Amount is insufficient to satisfy amount of Losses recoverable from any remaining indemnification liabilityMajor Stockholder under this Agreement, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Capincluding Section 8.1, shall apply not exceed the aggregate Per Share Stock Consideration received by such Major Stockholder (except in the case of claims asserting Fraud, in which event the Uncapped Liabilitiesamount of Losses recoverable from any Major Stockholder under this Agreement, including Section 8.1, shall not exceed such Major Stockholder’s Transaction Proceeds as of such time). Any Other than for claims asserting Fraud, Parent shall not be liable to the Major Stockholders for Losses in an amount that exceeds (x) the value of the Holdback Shares (determined as provided in Section 2.4(a)) in the aggregate for all such claims of all Major Stockholders in respect of any Claim Notice delivered to Parent following Closing until the nine (9) month anniversary of the Closing Date, and (y) fifty percent (50%) of the value of the Holdback Shares (determined as provided in Section 2.4(a)) in the aggregate for all such claims of all Major Stockholders in respect of any Claim Notice delivered to Parent following the nine (9) month anniversary of the Closing Date until the eighteen (18) month anniversary of the Closing Date. In the case of claims asserting Fraud, Parent shall not be liable in an amount that exceeds the Aggregate Merger Consideration. (c) To the extent a claim for indemnification under Section 8.1 is satisfied from the Holdback Shares, the liability of the Major Stockholders shall be joint and several. (d) From and after the Closing, the remedies set forth in this Article VIII shall be the exclusive remedies of the parties hereto with respect to the transactions contemplated by this Agreement. (e) No Major Stockholder shall have any right of contribution against the Company, the Intermediate Surviving Corporation or the Surviving Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) For purposes of determining (i) whether there has been a breach of any representation or warranty set forth in Article III and (ii) the amount of the covenants Losses for which Parent may be entitled to indemnification under this Article VIII, each such representation or agreements contained in Section 14 will not warranty shall be subject deemed to the Deductible have been made without any qualifications or the Cap, nor will the Deductible limitations as to materiality (including without limitation any qualifications or the Cap apply in the case of fraud, or with respect limitations made by reference to Excluded Liabilitiesa Company Material Adverse Effect).

Limitations. With (a) Except as otherwise provided in Section 1.4 and except in cases of willful misconduct, intentional misrepresentation and fraud, from and after the Closing, the remedies of the Indemnified Parties under this ARTICLE VI, ARTICLE VIII and the other remedies expressly set forth in this Agreement shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of representation or warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall Buyer or its successors or permitted assigns, absent manifest fraud be entitled to claim or seek rescission of the transactions consummated under this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply to claims for indemnification pursuant to this Agreement: (i) The aggregate liability of Parent for all Damages under Section 6.1(a)(i) (other than claims for breaches of Specified Parent Representations, breaches of the representations in Section 2.9, breaches of the representations in Section 2.12 or in the event of willful misconduct, intentional misrepresentation or fraud) and Section 6.1(d) shall not exceed an amount equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000). The aggregate liability of Parent for all Damages under Section 6.1(a)(i) (including for breaches of the representations in Section 2.12 but other than claims for breaches of Specified Parent Representations, breaches of the representations in Section 2.9 or in the event of willful misconduct, intentional misrepresentation or fraud) and Section 6.1(d) shall not exceed an amount equal to Eighteen Million Five Hundred Thousand Dollars ($18,500,000). The aggregate liability of Parent for all other Damages under Section 6.1 (including for breaches of Specified Parent Representations and breaches of the representations in Section 2.9) or in the event of willful misconduct, intentional misrepresentation or fraud shall not be limited by, and shall not count against, the caps set forth in the preceding sentences of this Section 6.5(b)(i); (ii) Parent shall be liable under Section 6.1(a)(i) (other than claims for breaches of Specified Parent Representations, breaches of the representations in Section 2.9 or in the event of willful misconduct, intentional misrepresentation or fraud) and/or Section 6.1(d) for only that portion of aggregate indemnifiable Damages hereunder that exceeds Six Hundred Twenty-Five Thousand Dollars ($625,000) (it being understood that Parent shall not be liable, in any event, for the first Six Hundred Twenty-Five Thousand Dollars ($625,000) of said Damages); and (iii) The amount of any Damages for which indemnification is provided under this Agreement shall be calculated net of any accruals, reserves or provisions reflected and to the extent provided for in the Final Closing Statement relating thereto. (c) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Agreement that are (i) special or punitive or (ii) consequential or in the nature of lost profits or diminutions in value, except to the extent that such Damages are either (x) required to be paid in connection with a Third-Party Claim or (y) with respect to Damages described in clause (ii) of this Section 6.5(c) and indemnifiable pursuant to Sections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e), are reasonably foreseeable. (d) The amount of any Damages for which indemnification is provided under this Agreement shall be reduced by any related recoveries which the Indemnified Party receives under insurance policies or from third parties; provided that nothing herein shall be interpreted as requiring any party to file claims or otherwise seek recovery under any insurance policies that may provide coverage with respect to such claims. If an Indemnified Party (or an Affiliate) receives any insurance or other third-party payment in connection with any claim for Damages for which it has already received an indemnification payment from the breach Indemnifying Party, it shall pay to the Indemnifying Party, within 30 Business Days of any representation receiving such insurance or warranty contained in Section 4 (except for representations and warranties concerning (a) other third-party payment, an amount equal to the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections excess of (i) and the amount previously received by the Indemnified Party under this Agreement with respect to such claim plus the amount of the insurance or other third-party payment received, over (iiiii) in Section 4.4 (Absence the amount of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Agreement. (e) Section 4.20 (Taxes)In no event shall Parent be liable for any Damages arising from or relating to any act, omission or transaction carried out at the request of Buyer. (f) Section 4.29 (Brokerage), and (g) Losses arising out of In no event shall any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard Parent Indemnified Party be entitled to indemnification for any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only matter to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount a Buyer Indemnified Party is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesindemnification for such matter under this Agreement.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences Except as provided in Section 4.1 6.4(e) below, (Corporate Statusi) the liability of the Buyer and the Surviving Corporation for Damages under this Agreement shall be limited to an amount equal to the Value of the Escrow Shares, as determined pursuant to Section 6.2(c), (bii) Section 4.3 (Authorizations and Binding Obligations)the liability of the Indemnifying Stockholders for Damages under this Article VI shall be limited to the Escrow Shares held by the Escrow Agent pursuant to the Escrow Agreement, (c) subsections (i) and (iii) in Section 4.4 (Absence the Buyer and the Surviving Corporation shall be liable under this Agreement for only that portion of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)the aggregate Damages for which they would otherwise be liable which exceeds $500,000, and (giv) Losses arising out the Indemnifying Stockholders shall be liable under this Article VI for only that portion of any and all inaccurate the aggregate Damages for which they would otherwise be liable which exceeds $500,000; PROVIDED that the limitation set forth in clause (iii) above shall not apply to a claim relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2, or 3.3 (or the portion of the Buyer Certificate relating thereto); PROVIDED, FURTHER, that the limitation set forth in clause (iv) above shall not apply to a claim pursuant to Section 4.18 6.1 relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, or 2.3 (or the portion of the Company Certificate relating thereto) to a claim pursuant to Section 6.1 for Third Party Expenses in excess of the amounts set forth in Section 4.7 or to a claim pursuant to Section 6.1(c). For purposes solely of this Agreement with regard to any Plan(s)Article VI, which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other all representations and warranties of the representation or warranty on behalf Company in Article II (other than Sections 2.7 and 2.30) and all representations and warranties of Seller contained herein, Seller the Buyer and the Transitory Subsidiary in Article III (other than Sections 3.6 and 3.12) shall not have be construed as if the term "material" and any obligation reference to indemnify "Company Material Adverse Effect" and "Buyer Material Adverse Effect" (and variations thereof) were omitted from such representations and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor warranties. (b) for an aggregate amount in ---------- excess of $2,200,000 (The Escrow Agreement is intended to secure the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out obligations of the Escrow Amount; Indemnifying Stockholders under this Agreement and, except as provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.in

Limitations. With (a) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 7.2(a) unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a) exceeds 1% of the Closing Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a) under this Article VII shall not exceed 10% of the Closing Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a) for breach of covenant, Section 7.2(b), for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.7; provided, however, the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations or Section 7.2(b) shall not exceed the Closing Purchase Price. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided, however, this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), has occurred. (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach)NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL, REMOTE, OR 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. (d) Transferor shall not be liable for indemnification under Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage7.2(a), and (g) Losses arising out of the Transferee Indemnitees shall have no right to recover any and all inaccurate representations and warranties set forth in Damages under Section 4.18 of this Agreement with regard to any Plan(s7.2(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (Transferee or its subsidiaries have been compensated for the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Damages claim pursuant to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesMake-Whole Agreement.

Limitations. With (a) Notwithstanding anything contained in this Agreement to the contrary, the maximum aggregate amount of indemnifiable Losses that may be recovered by the Buyer Indemnitees from the Sellers with respect to indemnification claims made pursuant to Section 7.2(a)(i) (other than in respect of Seller Fundamental Representations) or pursuant to Section 7.2(b)(i) (other than in respect of Company Fundamental Representations) shall be the Indemnity Escrow Amount (the “Cap”), which Losses shall be satisfied solely from the Indemnity Escrow Fund. For the avoidance of doubt, the Buyer Indemnitees’ sole recovery for any Losses in excess of the Cap which arise as a result of an indemnification claim pursuant to Section 7.2(a)(i) for a breach of or inaccuracy in any of the representations and warranties of the Sellers contained in Article 3 which are not Seller Fundamental Representations or which arise as a result of an indemnification claim pursuant to Section 7.2(b)(i) for a breach of or inaccuracy in any of the representations and warranties of the Companies contained in Article 4 which are not Company Fundamental Representations shall be satisfied through the R&W Insurance Policy. (b) Notwithstanding anything contained in this Agreement to the contrary, with respect to indemnifiable Losses that may be recovered by the Buyer Indemnitees pursuant to Section 7.2(b)(i) based on a breach of any Company Fundamental Representation, subject to the provisions of this Article 7, the Sellers shall, on a joint and several basis, be obligated to indemnify the Buyer Indemnitees from and against the full amount of such Losses; provided that 738336390 (i) any such Losses shall be satisfied first from the then-remaining Indemnity Escrow Fund and (ii) after the Indemnity Escrow Amount has been exhausted, the Sellers shall be liable to the Buyer Indemnitees (on a joint and several basis) with respect to the breach or inaccuracy of any such Company Fundamental Representation, for the amount of any Losses arising from the breach of any representation or warranty the applicable Company Fundamental Representation that have not been covered by the R&W Insurance Policy solely after payments made under the terms of the R&W Insurance Policy (including defense costs, if any) equal the Policy Limit. Notwithstanding anything to the contrary contained in the preceding provisions of this Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status7.3(b), (bthe maximum amount that may be recovered by the Buyer Indemnitees from any Seller pursuant to this Article 7, including, the amount, if any, recovered by the Buyer Indemnitees from any such Seller pursuant to the provisions of Section 7.3(c) and Section 4.3 (Authorizations and Binding Obligations)7.9, shall not exceed the portion of the Purchase Price actually received by such Seller hereunder. (c) subsections Notwithstanding anything contained in this Agreement to the contrary, with respect to indemnifiable Losses that may be recovered by the Buyer Indemnitees pursuant to Section 7.2(a)(i) based on a breach of any Seller Fundamental Representation, subject to the provisions of this Article 7, the Seller with respect to whom such Seller Fundamental Representation has been breached shall be obligated to indemnify the Buyer Indemnitees from and against the full amount of such Losses; provided that (i) any such Losses shall be satisfied first from the then-remaining Indemnity Escrow Fund and (ii) after the Indemnity Escrow Amount has been exhausted, such Seller shall be liable to the Buyer Indemnitees with respect to the breach or inaccuracy of any such Seller Fundamental Representation, for the amount of any Losses arising from the breach of the applicable Seller Fundamental Representation that have not been covered by the R&W Insurance Policy solely after payments made under the terms of the R&W Insurance Policy (including defense costs, if any) equal the Policy Limit. Notwithstanding anything to the contrary contained in the preceding provisions of this Section 7.3(c), the maximum amount that may be recovered by the Buyer Indemnitees from any Seller pursuant to this Article 7, including, the amount, if any, recovered by the Buyer Indemnitees from any such Seller pursuant to the provisions of Section 7.3(b) and Section 7.9, shall not exceed the portion of the Purchase Price actually received by such Seller hereunder. (d) Notwithstanding anything contained in this Agreement to the contrary, any indemnifiable Losses that may be recovered by the Buyer Indemnitees pursuant to Section 7.2(b)(iii) shall be recovered (i) first, from the Sellers (on a joint and several basis) until the amount of the then-applicable retention under the R&W Insurance Policy has been satisfied, (ii) second, to the extent that such Losses are recoverable pursuant to the terms of the R&W Insurance Policy, from the R&W Insurance Policy until the Policy Limit has been exceeded and (iii) third, from Sellers (on a joint and several basis). (e) Notwithstanding anything contained in this Agreement to the contrary, any indemnifiable Losses that may be recovered by the Buyer Indemnitees pursuant to Section 4.4 7.2(b)(iv) shall be recovered (Absence i) first, from the then-remaining Indemnity Escrow Fund, (ii) second, from the Sellers (on a joint and several basis) until the amount of Conflict the then-applicable retention under the R&W Insurance Policy has been satisfied, (iii) third, to the extent that such Losses are recoverable pursuant to the terms of the R&W Insurance Policy, from the R&W 738336390 Insurance Policy until the Policy Limit has been exceeded and (iv) fourth, from Sellers (on a joint and several basis). (f) Notwithstanding anything contained in this Agreement to the contrary, any indemnifiable Losses that may be recovered by the Buyer Indemnitees pursuant to Section 7.2(b)(v) shall be recovered (i) first, from the then-remaining Indemnity Escrow Fund and (ii) second, from the Sellers (on a joint and several basis). (g) Notwithstanding anything contained in this Agreement to the contrary, the maximum aggregate amount of indemnifiable Losses that may be recovered by the Buyer Indemnitees from Sellers pursuant to this Article 7 shall not exceed an amount equal to the Purchase Price, and the maximum aggregate amount of indemnifiable Losses that may be recovered by the Buyer Indemnitees from each Seller pursuant to this Article 7 shall not exceed the portion of the Purchase Price actually received by such Seller hereunder. (h) No Buyer Indemnitee shall be entitled (i) to recover from Sellers more than once in respect of the same Losses or Breach(ii) in respect of any Loss or alleged Loss to the extent such Loss or alleged Loss is included in the determination of the Final Purchase Price pursuant to and in accordance with Section 2.4. (i) Notwithstanding anything to the contrary in Sections 7.3(a), 7.3(b), 7.3(c) or 7.3(e), (di) except for claims for indemnification arising with respect to any breach or inaccuracy of any Fundamental Representations, Sellers shall not be liable to any Buyer Indemnitee for any individual claim for indemnification pursuant to Section 4.8 (b7.2(a)(i), Section 7.2(b)(i) or Section 7.2(b)(iv), as applicable, unless the Loss incurred in respect of such claim exceeds $15,000 and (cii) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements limitations contained in Section 14 will 7.3(a), Section 7.3(b), Section 7.3(c) and clause (i) of this Section 7.3(i) shall not be subject apply to any claim of the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesBuyer Indemnitees for Fraud.

Limitations. With Notwithstanding anything to the contrary in this Agreement (A) no Purchaser Indemnitee will be entitled to indemnification for any Losses arising from a claim for indemnification pursuant to Section 8.2(a)(i) above until the aggregate amount of all Losses under all claims of all Purchaser Indemnitees for all such breaches or inaccuracies exceeds $2,600,000 (the “Basket”), at which time the full amount of such Losses (and not just the excess) will be subject to indemnification hereunder (subject to clause (B) and (C) below); (B) there will be no obligation to indemnify under Section 8.2(a)(i) for any item or related set of items where the Losses relating thereto are less than $26,000 (the “De Minimis Amount”) (it being understood that such items will not be aggregated for purposes of the immediately preceding clause (A)) and (C) the aggregate Liability of Seller Group and Seller Parent for indemnification pursuant to subsection Section 8.2(a)(i) above will not exceed $26,000,000 (the “Cap”); provided, however, that, notwithstanding the foregoing, (x) none of the Cap, the Basket or the De Minimis Amount will apply with respect to any claim for the indemnification based on Fraud, any breach or inaccuracy of a Fundamental Representation or any breach or inaccuracy of a representation or warranty of Seller Group contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 2.10 (Taxes), ) or Section 2.14 (f) Section 4.29 (BrokerageSufficiency), and (gy) Losses arising out neither the Cap nor the Basket will apply with respect to any claim for indemnification based on any breach or inaccuracy of any and all inaccurate the representations and warranties of Seller Group set forth in the first sentence of Section 4.18 2.9(b) (Ownership of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"Intellectual Property) or any claim for the breach first sentence of any other of Section 2.13 (Title to Tangible Assets). Each indemnification payment to a Purchaser Indemnitee pursuant to Section 8.2(a)(i) that is subject to the representation or warranty Cap set forth in this Section 8.2(c) will reduce the Cap and the liability cap set forth in the following sentence on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until a dollar-for-dollar basis by the aggregate Losses of Buyer exceed $50,000, and then only to the extent amount of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap")payment. Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply Except in the case of Fraud and indemnification in respect of Sections 8.2(a)(iii), (iv) and (v), the Uncapped Liabilities. Any breach aggregate Liability of any of Seller Group and Seller Parent under this Agreement will in no event exceed the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesPurchase Price.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning tc "7.4 Limitations" \l 2 (a) the first, third Subject to Sections 7.4(b) and last sentences in Section 4.1 (Corporate Status7.4(c), and notwithstanding anything to the contrary contained in this Agreement other than Sections 7.4(b) and 7.4(c), a party (for purposes of this Section 7.4, the Shareholders shall be deemed to be one and the same party) otherwise entitled to indemnification under this Article VII is not entitled to indemnification until the aggregate indemnifiable Losses for which it is otherwise entitled to indemnification hereunder shall equal or exceed U.S. $100,000 (the "Threshold Amount"). If and when the sum of all indemnifiable Losses of a party hereunder equals or exceeds the Threshold Amount, then such party may request indemnification for all indemnifiable Losses in excess of the Threshold Amount. To the extent covered by insurance, any indemnifiable Loss will be deemed reduced by the amount of insurance proceeds actually received by the Indemnified Party and its Affiliates in respect of such Loss; provided, however, that in no event shall this sentence be deemed to require any Indemnified Party to maintain any level of insurance. Subject to Sections 7.4(b) and 7.4(c), in no event shall the Shareholders' collective Liability under this Article VII exceed the Purchase Price in the aggregate (the "Maximum Liability"). Except as set forth in Sections 7.4(b) and 7.4(c), all rights and remedies under this Article VII for Indemnified Parties, including all rights to indemnification, and all Liabilities and obligations under this Article VII for Indemnifying Parties, terminate on September 30, 2000 (the "Time Limit"). (b) Section 4.3 Exempt Claims (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only solely to the extent of such excess (the "Deductible"), nor (bclaims) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible Threshold Amount or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or (with respect to Excluded Liabilitiesclaims against the Shareholders) the Maximum Liability limitations set forth in Section 7.4(a) above. In addition, no Exempt Claim shall not be subject to the Time Limit; provided, however, all rights and remedies under this Article VII for Indemnified Parties, including all rights to indemnification, and all Liabilities and obligations under this Article VII for Indemnifying Parties, for an Exempt Claim shall terminate as of the expiration of all applicable statute of limitations (including any extension or waiver with respect thereto) for the underlying Liability to which such Exempt Claim relates. (c) The term "Exempt Claims" shall mean (i) claims by the Purchaser or the Shareholders (as appropriate) under this Article VII for breaches, or failures of performance, of the terms of Article I, Section 2.1, Section 2.23, Section 3.3, Section 4.3, Section 4.5 and Section 4.6, and (ii) claims by the Purchaser for indemnification under this Article VII in connection with the Identified Litigation or Impact Option Liability.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences Reliant shall not be liable for any Loss described in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a8.1(a) unless and until the aggregate of all such Losses for which Reliant is liable is in excess of Buyer exceed [*] Dollars ($50,000[*]), and then only in which event, Reliant shall be liable for all Losses in excess of such amount. Notwithstanding the foregoing, subsequent to the extent Closing Date in no event shall the liability of such excess Reliant under Section 8.1(a) exceed [*] Dollars ($[*]) in the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amountaggregate; provided that such limitation shall not apply to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants representations or agreements warranties of Reliant set forth in Sections 5.1, 5.2, 5.4(a), and 5.8 of this Agreement. (b) For the avoidance of doubt and without limitation to the provisions of Articles V and VI, neither Indemnifying Party shall have any obligation to indemnify, defend and hold harmless the Indemnified Party from and against any portion of Losses under Section 8.1 or Section 8.2 to the extent that such portion of such Losses results directly from any action taken by, omission of, or at the express written request of, such Indemnified Party. (c) 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 connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any right of set-off expressly provided for in any Other Agreement, which does not involve setting off amounts due under this Agreement. (d) 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 receiving notice of such dispute shall promptly notify and consult with the other Party concerning resolution of such dispute. (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the liability of Reliant under Section 14 will not be subject to 8.1(b) for non-compliance or any breach of the Deductible or the Cap, nor will the Deductible or the Cap apply covenant and agreement set forth in the case of fraud, or with respect to Excluded LiabilitiesSection 7.17 exceed [*] Dollars ($[*]).

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of Notwithstanding any and all inaccurate representations and warranties set forth in Section 4.18 provision of this Agreement with regard to any Plan(s)the contrary, which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller no party shall not have any obligation to indemnify Buyer from any person entitled to indemnity under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount attributable to all Indemnification Claims and against obligations in excess of Fifty Thousand Dollars ($50,000) (the “Threshold”). Once the aggregate amount of Losses (athat are individually below the Threshold) unless and until exceeds the aggregate Threshold, persons entitled to recovery shall be entitled to recover the full amount of all such Losses, regardless of the Threshold. No person shall be entitled to indemnification under this Article 5 for Losses directly or indirectly caused by a breach by such person of Buyer exceed $50,000any representation, and then only warranty, covenant or other agreement set forth in this Agreement or any duty to the extent of such excess (the "Deductible"), nor potential Indemnitor. (b) The maximum aggregate liability of the Seller to Buyer, and Buyer to the Seller, for an aggregate amount in ---------- excess of all claims arising under this Agreement and the other Transaction Documents shall equal One Million Five Hundred Thousand Dollars ($2,200,000 1,500,000) (the "“Indemnity Cap"”). Buyer's indemnification remedy first , provided, however, that there shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply no limitation in the case event that a court of competent jurisdiction determines that there has been any act of fraud and/or intentional misrepresentation or omission by the Uncapped Liabilities. Any breach of Seller and/or the Subsidiary in any of the covenants representation, warranty or agreements covenant contained in Section 14 will not this Agreement, the Schedules attached hereto and/or any certificate delivered by the Seller and/or the Subsidiary pursuant to this Agreement. (c) The rights to indemnification set forth in this Agreement shall be subject the sole and exclusive remedy to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitieseach party for matters covered by such indemnification rights.

Limitations. With respect (a) Notwithstanding anything to any claim the contrary herein, (i) the aggregate liability of the Indemnifying Parties (Buyer or Seller) for Damages under this Article VII shall not exceed Thirty Five percent (35%) of the purchase price paid at Closing, and (ii) no Indemnifying Party Seller shall be liable under this Article VII unless and until the aggregate Damages for which they would otherwise be liable under this Article VII exceed $25,000 (at which point the Indemnifying Party shall become liable for the aggregate Damages amounts in excess of $25,000) (“the Basket”); provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Article II or Sections 3.1, 3.2, 3.3, 3.4, 4.1 or 4.2 or any liability set forth in Section 7.1(e) and further provided that no reference to materiality in Articles 3 or 4 will increase the Basket amount. (b) Notwithstanding any other provision of this Agreement to the contrary, no indemnification pursuant to this Article VII shall be made: (i) if, and to the extent that, the indemnifying party has, within thirty (30) days following receipt of a notice from the indemnified party, cured such breach by specific performance or otherwise; (ii) if, and to the extent that, the indemnified party is entitled to receive or has received recovery for the relevant Damages from any other person or entity (including under any insurance policy) or if, and to the extent that, non-recovery from any other person or entity is due to the failure of the indemnified party to use its reasonable best efforts to obtain such recovery; (iii) if, and to the extent that, the relevant Damages arise or result from a breach of any representation or warranty contained set forth in Section 4 (except for representations and warranties concerning this Agreement with respect to which (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), Managers or officers of the Buyer had actual knowledge on or before the Closing Date of the facts or circumstances that are alleged to form the basis of such breach; and (c) subsections (i) and (iii) The right to indemnification provided in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of this Article VII shall be the Buyer’s exclusive remedy for any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to Damages it suffers as the "Uncapped Liabilities") or any claim for the breach of any other a result of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiestransactions contemplated by this Agreement.

Limitations. With (a) In determining the amount of any indemnity, there shall be taken into account any tax benefit, insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to be indemnified. (b) Notwithstanding anything to the contrary herein and except as set forth in Section 11.7(d), each Stockholder shall, severally and not jointly, be liable for Damages and the liability with respect to any claim for Damages from any Stockholder shall be limited to such Stockholder's pro rata portion of such Damages which is equal to the Damages multiplied by such Stockholder's proportion equity interest in the Corporation immediately prior to the Closing as set forth in Annex III hereto. (c) StaffMark and SAC each acknowledges and agrees that it shall have no right pursuant to this Section 11 with respect to any breach or failure by a Stockholder to fully perform his or her obligations under such Stockholder's respective noncompetition agreement, employment agreement, and/or similar agreement, as applicable, and that any cause of action arising as a result of such breach or failure to perform shall be asserted only in a separate action by StaffMark and SAC that is independent of this Section 11. (d) Perr▇ ▇▇▇▇▇▇, ▇▇dividually, shall be liable for any representation or warranty contained in Section 4 (except for breaches of the representations and warranties concerning (a) made by the first, third and last sentences in Perr▇ ▇▇▇▇▇▇ ▇▇▇ under Section 4.1 (Corporate Status)and Section 5.12. Caro▇▇▇ ▇▇▇▇▇▇, (b) Section 4.3 (Authorizations and Binding Obligations)▇▇dividually, (c) subsections (i) and (iii) in Section 4.4 (Absence shall be liable for any breaches of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate the representations and warranties set forth made by the Caro▇▇▇ ▇▇▇▇▇▇ ▇▇▇ under Section 4.1 and Section 5.12. In addition, in the event that StaffMark and SAC are unable to collect Damages from either the Perr▇ ▇▇▇▇▇▇ ▇▇▇ or the Caro▇▇▇ ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 4.18 of this Agreement with regard to any Plan(s11.7(b), which are collectively referred to as the "Uncapped Liabilities") or any claim then Perr▇ ▇▇▇▇▇▇ ▇▇▇ Caro▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll jointly and severally be liable for the breach of any other Perr▇ ▇▇▇▇▇▇ ▇▇▇ and/or Caro▇▇▇ ▇▇▇▇▇▇ ▇▇▇'s proportionate share of the representation or warranty on behalf of Seller contained hereinDamages, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess the consideration received by Perr▇ ▇▇▇▇▇▇ ▇▇▇ Caro▇▇▇ ▇▇▇▇▇▇, ▇▇dividually, under this Agreement. (e) In no event shall the "Deductible"), nor (b) liability for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach Damages of any of Stockholder exceed the covenants or agreements contained in Section 14 will not be subject consideration received by such Stockholder pursuant to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesthis Agreement.

Limitations. With respect (a) Notwithstanding anything in this Section 8 to any claim the contrary, except as provided below, the Selling Shareholders and Economy shall be liable for Losses arising under Section 8.1 only to the extent the Losses therefrom exceed an aggregate amount of $50,010 (the “Basket”), in which case all such Losses from the first dollar shall be promptly paid in accordance with this Agreement. In addition, except as provided below, the indemnification obligations of Selling Shareholders and Economy arising under Section 8.1 shall in no event exceed an aggregate amount equal to $4,200,000 (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to claims for indemnification brought for breach of any a representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s5.1(a) (authorization), which are collectively referred to as the "Uncapped Liabilities"Section 5.1(b) (validity), Section 5.1(d) (title), Section 5.2 (b) (authorization), Section 5.2(c) (validity), Section 5.2(f) (title), Section 5.2(i) (taxes) and Section 5.2(q) (ERISA) or to claims for fraud or intentional material misrepresentation. In addition, the Selling Shareholder shall not be required to indemnify for any claim for the breach of Section 5.2 (Tax Matters) to the extent of any other of disallowed deductions that benefit the representation or warranty on behalf of Seller contained hereinCompanies after the Closing. (b) Notwithstanding anything in this Section 8 to the contrary; except as provided below, Seller (i) Buyer shall not have any obligation to indemnify Buyer from and against be liable: for Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then arising under Section 8.2 only to the extent the Losses exceed the Basket, in which case all such Losses from the first dollar shall be promptly paid in accordance with this Agreement and (ii) in no event shall the indemnification obligations of such excess (Buyer arising under Section 8.2 exceed an aggregate amount equal to the "Deductible")Cap. Notwithstanding the foregoing, nor the limitations set forth in this Section 8.4 (b) shall not apply to claims for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any brought for breach of any of the covenants a representation or agreements contained warranty set forth in Section 14 will not be subject 5.3(b) (authorization) or to the Deductible claims for fraud or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.intentional material misrepresentation..

Limitations. With respect (a) Notwithstanding anything to any claim the contrary herein, (i) the aggregate liability of the Indemnifying Stockholders for the Damages under Section 6.1(a) (but not including claims relating to a breach of any representation or warranty contained set forth in Section 4 2.13 and claims based on fraud) shall not exceed $2,000,000, (except for representations and warranties concerning (aii) the first, third and last sentences in aggregate liability of the Indemnifying Stockholders for Damages under Section 4.1 (Corporate Status6.1(a), including claims relating to a breach of a representation or warranty of the Company set forth in 2.13 but not including claims based on fraud, shall not exceed $6,000,000 (b) Section 4.3 (Authorizations and Binding Obligations)provided, that, notwithstanding the foregoing, (cA) subsections the liability of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under this clause (iii) shall be limited to the value of the Cash Component and Merger Shares (iiiother than the Earn-out Shares) in Section 4.4 paid to him as a Company Stockholder under this Agreement (Absence of Conflict or Breach), (d) Section 4.8 (b) and (cwith such Merger Shares valued at Fair Market Value) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokeragesuch value being defined as the "▇▇▇▇▇▇▇▇▇▇ Consideration"), and (gB) Losses arising out the aggregate liability of any and all inaccurate representations and warranties set forth in Section 4.18 of other Indemnifying Stockholders under this Agreement with regard clause (ii) shall be limited to any Plan(s(X) $6,000,000 minus (Y) the ▇▇▇▇▇▇▇▇▇▇ Consideration), which are collectively referred to as (iii) the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller Indemnifying Stockholders shall not have any obligation to indemnify Buyer from and against Losses (abe liable under Section 6.1(a) unless and until the aggregate Losses of Buyer Damages for which they would otherwise be liable under Section 6.1(a) exceed $50,00035,000 (at which point the Indemnifying Stockholders shall become liable for the aggregate Damages under Section 6.1(a), and then not just amounts in excess of $35,000) and (iv) each Indemnifying Stockholder shall only be liable for his, her or its pro rata share (based on the aggregate consideration received by such Indemnifying Stockholder as a percentage of the aggregate consideration paid by the Buyer to all Company Stockholders). For purposes solely of determining the extent amount of Damages to which the Buyer shall be entitled pursuant to this Article VI, all representations and warranties of the Company in Article II shall be construed as if the term "material" and any reference to "Company Material Adverse Effect" (and variations thereof) were omitted from such excess (the "Deductible"), nor representations and warranties. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for an Damages under Section 6.2(a) shall not exceed $2,000,000, (ii) the Buyer shall not be liable under Section 6.2(a) unless and until the aggregate amount Damages for which it would otherwise be liable under Section 6.2(a) exceed $35,000 (at which point the Buyer shall become liable for the aggregate Damages under Section 6.2(a), and not just amounts in ---------- excess of $2,200,000 (the "Cap"35,000). Buyer's For purposes solely of determining the amount of Damages to which the Indemnifying Stockholders shall be entitled pursuant to this Article VI, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III shall be construed as if the term "material" and any reference to "Buyer Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (c) The Escrow Agreement is intended to secure the indemnification remedy obligations of the Indemnifying Stockholders under this Agreement. Indemnification claims by the Buyer under this Article VI shall first shall --- be satisfied out from the Escrow Shares. However, the rights of the Escrow Amount; provided that Buyer under this Article VI shall not be limited to the extent Escrow Shares nor shall the Escrow Amount is insufficient Agreement be the exclusive means for the Buyer to satisfy any remaining indemnification liabilityenforce such rights. (d) Except with respect to claims based on fraud, Buyer shall then be entitled to proceed directly against Seller. The Deductibleafter the Closing, but not the Cap, shall apply in the case rights of the Uncapped Liabilities. Any Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of the its representations, warranties, covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesagreements.

Limitations. With (a) The Sellers shall not be required to make any indemnification payment pursuant to Section 10.02 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other misrepresentation in or breaches of any representations or warranties) that have been directly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to GBP£60,000 (the “Deductible”) in the aggregate. (b) Subject to Section 10.03(c), 10.03(d), 10.03(e), 10.03(f) and 10.03(g), the maximum aggregate liability of the Sellers under this Article 10 shall be GBP£3,000,000, except in the event of fraud or willful or intentional misconduct by the Sellers or any of its Representatives. (c) 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 any Indemnitee may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 10.03(c) or elsewhere in this Agreement shall affect the parties’ rights to specific performance with respect to the covenants referred to in this Agreement or to be performed after the Closing). (d) The Sellers will not be liable to any claim for Indemnitee to the breach extent that the Damages: (i) is based upon a liability which is contingent only unless and until such contingent becomes an actual liability (is due and payable); (ii) arises or is increased as a result of an increase in rates of Taxes after Closing; (iii) arises or is increased as a result of any Applicable Laws enunciated practice enacted, made, in force or allowed (as appropriate), after the Closing Date; (iv) relates to matters disclosed in the Disclosure Schedules; (v) arises, occurs or is otherwise attributable to, or the Seller’s liability pursuant to such Indemnitee is increased as a result of: 1. any voluntary act, omission, transaction or arrangement of the Purchaser or the Company or the Acquired Company (or their respective directors, employees or agents) on or after the Closing Date; 2. any voluntary act, omission, transaction or arrangement carried out at the written request or with the prior written consent of the Purchaser before the Closing Date; or 3. any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company or the Acquired Company introduced or having effect after the Closing Date. (e) Where the Purchaser or the Company or the Acquired Company have recovered under a policy of insurance or from a third party in respect of any matter or circumstance giving rise to the Damages, the Purchaser shall then reimburse the Sellers any sum paid by the Sellers in respect of such claim, less the costs of such recovery incurred by the Company or the Acquired Company or the Purchaser and any Tax thereon. (f) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable to the Purchaser by reason of any representation or warranty contained in Section 4 warranty, condition or other term or any duty of common law, or under the express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (except whether for representations and warranties concerning (a) the firstloss of current or future profits, third and last sentences in Section 4.1 (Corporate Statusloss of enterprise value or otherwise), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence even if advised of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and the possibility of such damages. (g) Losses arising out of The Purchasers agrees that rescission or termination shall not be available as a remedy for any and all inaccurate representations and warranties set forth in Section 4.18 breach of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller and Purchaser shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply rescind or terminate this Agreement other than in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in accordance with Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities9.

Limitations. With (a) Subject to Section 10.13 and except with respect to claims made pursuant to Section 6.2(b) or Article VIII, from and after the Closing, absent fraud, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any claim for the breach of warranty or failure to perform any representation covenant or warranty agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Subject to Section 4 10.13, from and after the Closing, the rights of the Buyers and ▇▇▇▇▇▇ under Article VIII shall be the sole and exclusive remedy of the Buyers and ▇▇▇▇▇▇ with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing provisions of this Section 6.5(a), in no event shall either of the Buyers, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following six limitations shall apply (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate StatusSections 6.5(b)(i), (b) Section 4.3 (Authorizations and Binding Obligations6.5(b)(ii), (cand 6.5(b)(iii) subsections with respect to claims relating solely to Taxes under Article VIII and Section 9.10): (i) the aggregate liability of ▇▇▇▇▇▇ for all Damages under Section 6.1(a) or for the Buyers under Section 6.2(a) shall not exceed an amount equal to $10,500,000; (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a)(i) or 6.2(a)(i) shall be valid and assertable unless it is (or they are) for an amount in excess of $25,000; (iii) in ▇▇▇▇▇▇ shall not be liable for Damages under Section 4.4 (Absence of Conflict or Breach6.1(a)(i) and Buyers shall not be liable for Damages under Section 6.2(a)(i), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent amount of such excess Damages, considered together, exceeds $425,000 at which point such Party shall be liable for all such Damages starting from the first dollar; (iv) the "Deductible"), nor (b) Buyers shall not be entitled to make any claim for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that with respect to any matter to the extent the Escrow Amount Purchase Price has been adjusted to reflect such matter pursuant to Section 1.2 or 1.4; (v) the amount of any Damages for which indemnification is insufficient to satisfy any remaining indemnification liabilityprovided under this Article VI, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Capor under Articles VIII or IX, shall apply be calculated net of any accruals, reserves or provisions reflected in the case Final Closing Working Capital Statement relating thereto; and (vi) the aggregate liability of ▇▇▇▇▇▇ for Damages under Section 6.1(c) shall not exceed an amount equal to the Uncapped LiabilitiesPurchase Price; provided, however, that the limitations of Section 6.5(b) shall not apply to any claim described in paragraph (b) of Section 6.1 or paragraphs (b) through (d) of Section 6.2. (c) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI that are (i) consequential, in the nature of lost profits, diminution in value (which, for the avoidance of doubt, shall not be deemed to refer to a failure by ▇▇▇▇▇▇ to deliver accounts receivable, inventory or other tangible or financial assets in the amounts represented in Article II), special or punitive or otherwise not actual Damages or (ii) contingent, unless and until such Damages are actual and mature. Any Each Party shall (and the Buyers shall cause the Business to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under Article VI. (d) The Business Subsidiaries shall not have any right of contribution against the Business with respect to any breach by ▇▇▇▇▇▇ of any of the its representations, warranties, covenants or agreements contained set forth in Section 14 will this Agreement. Effective as of the Closing, each of the Buyers hereby waives and releases (and shall cause each of the Business Subsidiaries to waive and release), any claim that such Business Subsidiary may have against ▇▇▇▇▇▇ or its respective Affiliates. (e) The amount of any Damages for which indemnification is provided under this Article VI shall not be subject reduced by any related recoveries to which the Deductible Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties on account of the matter resulting in such Damages or the Cap, nor will the Deductible or the Cap apply in the case payment of fraud, or with respect to Excluded Liabilitiessuch Damages.

Limitations. With respect (a) Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party shall not be liable for any claim for the breach of any representation or warranty contained in indemnification pursuant to Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"11.2(a) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aSection 11.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party with respect to such claim equals or exceeds $50,000 (such amount, the “Deductible”), after which the Indemnifying Party shall be liable for the full amount of Buyer exceed $50,000all Losses from the first dollar, and then only subject to the extent other limitations contained in this Article XI;provided, however, that the foregoing limitations set forth in this Section 11.5(a) shall not apply to (i) breaches or inaccuracies of such excess the Fundamental Reps, (ii) breach or inaccuracies of the "Deductible"representations and warranties in Section 5.11 (Environmental Matters), nor or (iii) claims based upon common law fraud. Claims for indemnification pursuant to any other provision of Section 11.2 or Section 11.3 are not subject to the monetary limitations set forth in this Section 11.5(a). (b) for an aggregate amount To the fullest extent permitted by applicable Law, the indemnities and other obligations set forth in ---------- excess of $2,200,000 (this Article XI shall be the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out exclusive remedies of the Escrow Amount; provided that Purchaser Indemnitees against Seller Parties and the Seller Indemnitees against Purchaser, as applicable, to the extent the Escrow Amount is insufficient collect any Losses for which they are entitled to satisfy indemnification under this Agreement (including with respect to non-fulfillment, non-performance or breach of any remaining indemnification covenant or agreement included in any other Transaction Document or breaches of or inaccuracies in representations and warranties in any other Transaction Document) or any monetary remedy pursuant to this Agreement or any other Transaction Document under any theory of liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply except in the case of common law fraud. For the Uncapped Liabilities. Any breach sake of clarity, nothing in this Section 11.5(b) shall operate to limit the Purchaser’s right to injunctive relief with respect to breaches of any post-Closing covenants contained in any of the covenants or agreements contained in Section 14 will not Transaction Documents. (c) The maximum amount of indemnifiable Losses for which the Seller Parties shall be subject liable pursuant to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or this Article XI (other than (i) with respect to Excluded LiabilitiesSection 11.2(d), (ii) Environmental Losses, (iii) for claims based on non-fulfillment, non-performance or other breaches by any of the Seller Parties of any covenant or agreement in the Non-Competition Agreement, (iv) for claims based on breaches of or inaccuracies in any of the Fundamental Reps, and (v) for claims based on common law fraud, which, with respect to each of clauses (i) through (v), the monetary limitation set forth in this Section 11.5(c) shall not apply) shall not -53- exceed an aggregate amount equal to 100% of the sum of (A) the Initial Purchase Price plus (B) the amount of the Earnout Payment actually paid by Purchaser to the Sellers or deposited with the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement, inclusive of the aggregate amount of all other indemnity claims paid to Purchaser Indemnitees hereunder;provided, however, that the maximum amount of indemnifiable Losses for which the Seller Parties shall be liable pursuant to Sections 11.2(a) and 11.2(b), other than with respect to Fundamental Reps, the representations and warranties in Section 5.11 (Environmental Matters), and for claims based on common law fraud, shall not exceed an amount equal to two (2) times the General Escrow Amount, inclusive of the aggregate amount of all other indemnity claims paid to Purchaser Indemnitees pursuant to Sections 11.2(a) and 11.2(b), other than with respect to the Fundamental Reps, the representations and warranties in Section 5.11 (Environmental Matters), and for claims based on common law fraud. (d) The amount of any Losses that are subject to indemnification under this Article XI shall be calculated net of the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by the Indemnified Party in respect of such Losses or any of the events or circumstances giving rise to such Losses (net of any reasonable out-of-pocket costs or expenses actually incurred in obtaining such insurance, indemnification, contribution or reimbursement).

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) Notwithstanding anything in this Agreement to the contrary, the Company and (iii) in the Seller Stockholder will not be liable to any Buyer Party for any Losses under Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c6.2(a)(i) (Owned and Leased Tangible Personal Property)1) unless, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate amount of the Losses of Buyer exceed relating to all such claims exceeds fifty thousand dollars ($50,000) (the “Threshold”),at which time the Company and the Seller Stockholder shall be liable for the amount of all such Losses from the first dollar in accordance with the terms hereof, and then only (2) to the extent that the aggregate liability of the Company and the Seller Stockholder for all such excess Losses exceeds Five Million Dollars ($5,000,000) (the "Deductible"“Rep Cap”). Notwithstanding anything in this Agreement to the contrary, nor the Company and the Seller Stockholder will not be liable to any Buyer Party for any Losses under Section 6.2(a) to the extent that the aggregate liability of the Company and the Seller Stockholder for all such Losses exceeds Eight Million Five Hundred Forty Thousand Dollars (b$8,540,000) for an aggregate amount in ---------- excess of $2,200,000 (the "“Cap"”). Buyer's indemnification remedy first ; provided, however, that, notwithstanding anything to the contrary in this Agreement, neither the Threshold nor Rep Cap shall --- be satisfied out apply to any Losses resulting or arising from breaches of any Seller Fundamental Representation, and neither the Threshold, Rep Cap nor the Cap shall apply to any Losses resulting or arising from any instance of fraud, intentional misrepresentation, willful misconduct or gross negligence of the Escrow Amount; provided Seller Stockholder or Company. (ii) The Buyer Parties will use commercially reasonable efforts to mitigate any Losses upon becoming aware of any event, fact or circumstance that would reasonably be expected to, or does, give rise to such Loss. In no event will any party be liable to another pursuant to this Agreement for any exemplary or special damages or any consequential loss which is not reasonably foreseeable as a result of, or arising from, or in connection with, any breach or claim, except to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraudsame are incurred, or payable to a third party, by an Indemnified Party in connection with respect to Excluded Liabilitiesa Third Party Claim.

Limitations. With 9.1 Notwithstanding any other provisions in this Agreement or any other Transaction Documents to the contrary, any claims by the Purchaser against the Vendor and/or the Guarantor under this Agreement (including in respect of the Warranties) or any other Transaction Documents (the “Claim(s)”) shall be subject to the limitations referred to in Clause 9. 9.2 In respect of any Claim in relation to any claim breach of the Other Warranties, the aggregate amount that would be recoverable from the Vendor and/or the Guarantor shall be up to 30% of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser and the Group as a result of such breach of the Other Warranties (solely for the breach purpose of calculation of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser as referred to in this Clause 9.2, it shall be presumed that the Purchaser did not own any direct or indirect equity interest in the Group immediately prior to the date hereof and that the Purchaser would acquire 100% direct or indirect equity interest in the Group from the Vendor at Completion). 9.3 In respect of any representation Claim (other than a claim under the Deed of Tax Indemnity), the Vendor and/or the Guarantor will only be liable if the aggregate amount (excluding interest and costs) that would be recoverable from the Vendor and/or the Guarantor in respect of such Claim or warranty contained Claims exceeds HK$1,000,000 (or its equivalent). 9.4 The Purchaser shall not be entitled to make a Claim (other than a claim under the Deed of Tax Indemnity) against the Vendor and/or the Guarantor: (a) in Section 4 respect of any matter or thing after the date of this Agreement done or omitted to be done at the written request of or with the written consent of the Purchaser; (b) in connection with the New Finance Documents and the transactions contemplated thereunder; or (c) if and to the extent that: (i) the Claim would not have arisen but for any act, omission, transaction or arrangement (or any combination of any of the same) voluntarily effected after Completion by the Purchaser other than pursuant to a legally binding obligation created before Completion by the Vendor, the Company or the Subsidiary without the prior written consent of the Purchaser; (ii) the Claim would not have arisen but for any change in the accounting policy or practice of the Company or the Subsidiary having effect after Completion except where such change was necessary in order to comply with any mandatory legal, regulatory or financial reporting requirement; (iii) the Claim arises or is increased as a result of the passing of, or any change in or any change in the interpretation of, any law, rule, regulation or administrative practice of any government authority after Completion; (iv) the subject matter of the Claim, including any cost or expense incurred by the Purchaser, has been wholly made good or has otherwise been fully compensated for representations without cost or expense to the Purchaser or the Company; (v) provision is made for such Claim in the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vi) the subject matter of the Claim is taken into account in computing and warranties concerning reducing the Net Asset Value based on the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vii) recovery in respect of the liability has been made under any of the other Transaction Documents; (viii) it arises or is increased as a result of the disposal or sale or transfer or other dealing of (i) the whole or part of the Property by the Subsidiary after Completion or (ii) the whole or part of the equity interest in the Company or the Subsidiary after Completion, or any appreciation in the value of the Property; or (ix) to the extent of any loss of profit, business, goodwill, reputation or any consequential, special or indirect loss after Completion; or (x) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable. 9.5 If any of the Vendor and/or the Guarantor pays an amount in discharge of any Claim, and the Purchaser and/or the Company and/or the Subsidiary subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party, and is entitled to retain, a sum which is referable to the subject matter of the Claim and which would not otherwise have been received by the Purchaser and/or the Company and/or the Subsidiary, the Purchaser shall pay, or shall procure that the Company and/or the Subsidiary pays, to the Vendor and/or the Guarantor an amount equal to the lesser of (a) the first, sum recovered from the third party (less any costs incurred in such recovery) and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 the amount previously paid by the Vendor and/or the Guarantor to the Purchaser. 9.6 For avoidance of doubt, the Purchaser shall not be entitled to recover from the Vendor and/or the Guarantor more than once under this Agreement (Authorizations and Binding Obligationsincluding for breach of the Warranties), the Deed of Tax Indemnity or any other Transaction Documents in respect of the same losses suffered whether by the Purchaser and/or the Company and/or the Subsidiary. 9.7 No Claim shall be brought by the Purchaser unless the Purchaser shall have a written notice given to the Vendor specifying in reasonable detail and to the extent possible the event or default to which the Claim relates (c) subsections (ito the extent known or should, after making reasonable enquiries, have been known to the Purchaser and/or the Company and/or the Subsidiary) and the nature of the breach (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (bif applicable) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses amount claimed no later than: (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of a claim relating to Tax, the Uncapped Liabilities. expiry of a period of seven (7) years commencing on the Completion Date; and (b) in any other case, the expiry of a period of five (5) years commencing on the Completion Date. 9.8 Any breach Claim in respect of any which written notice has been given in accordance with Clause 9.7 will be deemed to have been irrevocably withdrawn and lapsed and the liability of the covenants Vendor and/or the Vendor’s Guarantor shall terminate, if (not having been previously satisfied, settled or agreements contained withdrawn) mediation, arbitration or other legal proceedings in Section 14 will respect of such Claim have not be subject been commenced against the Vendor or the Vendor’s Guarantor on or before the expiry of the period of six (6) calendar months after the date of such written notice. 9.9 The aggregate liability of the Vendor and the Guarantor under this Agreement (including the Warranties), the Deed of Tax Indemnity and the other Transaction Documents shall not exceed the amount equivalent to the Deductible Consideration actually received by the Vendor. 9.10 The Purchaser shall, and shall procure that the Company and/or the Subsidiary shall, in relation to any loss or liability which might give rise to a Claim against the Cap, nor will Vendor and/or the Deductible Guarantor take reasonable steps to avoid or the Cap apply in the case of fraud, mitigate that loss or with respect to Excluded Liabilitiesliability.

Limitations. With respect The rights of the Buyer Indemnified Parties to any claim for indemnification pursuant to the breach provisions of any representation or warranty contained in Section 4 (except for representations and warranties concerning this Article VIII are subject to the following limitations: (a) the first, third and last sentences in Sellers shall have no obligation to indemnify any Buyer Indemnified Parties pursuant to Section 4.1 (Corporate Status8.2(a)(i), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) for any Loss that does not, together with all Losses or series of related Losses arising from a common or similar set of circumstances, events or facts, exceed $10,000 and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aii) unless and until the aggregate amount of all Losses of (other than those Losses referred to in the foregoing clause (i)) suffered or incurred by all Buyer exceed Indemnified Parties which would otherwise be subject to indemnification hereunder exceeds $50,0001,570,400 (the “Deductible”), and then only at which time such Buyer Indemnified Parties shall be entitled, subject to the extent terms and conditions of such excess this Article VIII (including the "Deductible"limitations on indemnification set forth herein), nor (b) for an aggregate amount to be indemnified against all Losses in ---------- excess of $2,200,000 (the "Cap"). Buyer's Deductible; provided, however, that the Deductible shall not apply to indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy for Losses arising from any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants Fundamental Representations or agreements contained claims based on Fraud. (b) Notwithstanding anything to the contrary in this Article VIII, the maximum amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification from Sellers pursuant to Section 14 will 8.2(a)(i) shall not exceed, in the aggregate, $29,445,000 (the “Cap”); provided, however, that the Cap shall not apply to indemnification for Losses arising from any breach of any of the Fundamental Representations, for which the maximum amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification from Sellers pursuant to Section 8.2(a)(i) shall not exceed, in the aggregate, the Purchase Price, or claims based on Fraud. (c) Any indemnification of the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be (i) first satisfied from the Indemnity Escrow Account and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnified Party in the Indemnity Escrow Account, paid by Sellers in immediately available funds directly to the applicable Buyer Indemnified Parties. (d) Notwithstanding anything to the contrary herein, (i) the Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement with respect to any Losses to the extent that such Losses were actually taken into consideration in the calculation of the Final Closing Date Net Working Capital and (ii) all Losses under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. (e) Payments by Sellers pursuant to Section 8.2(a) in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds actually received by any Buyer Indemnified Party with respect to such Loss, less (i) the cost and expense of pursuing such insurance recovery, (ii) the deductible associated therewith, and (iii) the amount of all retro-premium obligations and reasonably anticipated premium increases resulting from such recovery. (f) Buyer Indemnified Parties shall not be entitled to indemnification otherwise available under Section 8.2 with respect to any Losses arising under Environmental Laws or otherwise with respect to Hazardous Materials to the extent that they arise as a result of or in connection with (i) any post-Closing disclosure or reporting to any Governmental Authority or other third-party unless affirmatively required by any Environmental Law; (ii) any environmental conditions or Releases of Hazardous Materials discovered or found by post-Closing testing or sampling unless such testing or sampling is affirmatively required by any Environmental Law or any Environmental Permit; (iii) any closure or cessation in whole or in part of operations of the Business after Closing, except to the extent any such Losses are wholly attributable to pre-Closing Releases; (iv) any contribution to or exacerbation of any environmental conditions or Release of any Hazardous Material to the extent occurring after Closing; or (v) any Response Action at any property or facility of the Business unless such Response Action is affirmatively required by Environmental Law and incorporates commercially reasonable efforts to mitigate the costs of such Response Action, including employing the lowest cost measures to achieve the minimum standards allowed under applicable Environmental Law and applicable to industrial use, including, when appropriate, use of risk-based remedies and engineering and institutional controls and deed restrictions that do not unreasonably prevent any material uses of the relevant property or facility of the Business occurring as of the Closing Date (and Buyer Indemnified Parties must cooperate in the execution and filing of any such documents as may be necessary to implement such restrictions and controls). If any Response Action is affirmatively required by Environmental Law, subject to the Deductible indemnification set forth in Section 8.2(a), then the Sellers shall have the right, in their sole discretion, to control and conduct, at Sellers’ sole cost and expense, any such Response Action and any related communications with Governmental Authorities or third parties; provided that the CapSellers shall provide the Buyer with a reasonable opportunity to review and comment on any proposed Response Action prior to implementation and final drafts of material documents prepared for submission to any Governmental Authority prior to submittal, nor and the Buyer Indemnified Parties will provide all reasonable access to all of the Deductible Business’s properties, facilities, books and records as the Sellers and their agents may reasonably request to complete such Response Action, including use of any wastewater treatment systems and utilities located at any such properties (subject to reimbursement by the Sellers for the reasonable pro rata costs of the Sellers' usage of such systems and utilities). For the avoidance of doubt, if Buyer is solely responsible, under this Agreement, for any Response Action, then Buyer, in its sole discretion, shall control and conduct such Response Action and any related communications with Governmental Authorities or third parties. Buyer Indemnified Parties shall not withdraw or use groundwater for potable purposes or use in any process at any properties operated by the Cap apply in Business, except to the case extent such withdrawals are occurring as of fraudClosing. If natural attenuation of a Release is allowed under applicable Environmental Laws for continued industrial use of any properties or facilities operated by the Business as occurring as of Closing, Sellers shall not be liable under Section 8.2 for any further environmental monitoring, reporting, engineering control maintenance or similar obligations with respect to Excluded Liabilitiesany such Release, except to the extent necessary to respond to a third-party claim or assertion by a Governmental Authority in writing that natural attenuation is not acceptable under applicable Environmental Law. (g) The limitations set forth on Schedule 2.4(l) of the Disclosure Letter.

Limitations. With (a) Subject to Section 10.12 and except with respect to claims made pursuant to Article VIII, from and after the Closing, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Subject to Section 10.12, from and after the Closing, the rights of Buyer and Seller under Article VIII shall be the sole and exclusive remedy of Buyer and Seller with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing two sentences, in no event shall Buyer, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing contained in this Agreement shall relieve or limit the liability of any Party or any officer or director of such Party from any liability arising out of or resulting from common law fraud or intentional misrepresentation in connection with the transactions contemplated by this Agreement or in connection with the delivery of any of the documents referred to herein. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (i) the aggregate liability of Seller for all Damages under Section 6.1(a)(i) shall not exceed an amount equal to $2,812,500 (the “Applicable Cap Amount”); and (ii) A Buyer Indemnified Party shall have no right to indemnification under Section 6.1(a)(i) (other than on account of the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aFundamental Representation) unless and until the aggregate Losses amount of Damages suffered by such Buyer exceed Indemnified Party under such section exceeds $50,000100,000 (the “Threshold”), whereupon the Buyer Indemnified Parties shall be indemnified for all Damages (including Damages up to the Threshold), subject to the Applicable Cap Amount. (c) In no event shall any Indemnifying Party be responsible and then only liable for any Damages or other amounts under this Article VI that are consequential, in the nature of lost profits, diminutions in value, special or punitive or otherwise not actual Damages, except to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out that any of the Escrow Amount; provided that foregoing are awarded to a third party against, and paid by, any Indemnified Party in circumstances in which such Indemnified Party is entitled to indemnification hereunder. (d) Notwithstanding anything to the extent contrary in this Agreement, any limitation or qualification as to materiality, Business Material Adverse Effect or Buyer Material Adverse Effect shall be disregarded solely for purposes of determining the Escrow Amount is insufficient to satisfy amount of any remaining Indemnifying Party’s indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductibleobligation, but such limitations and obligations shall not the Cap, shall apply in the case be disregarded for purposes of the Uncapped Liabilities. Any determining whether there has been any breach of any representation, warranty, covenant or agreement in this Agreement. (e) The amount of any Damages for which indemnification is provided under this Article VI shall be computed net of any third party insurance proceeds actually received by the covenants or agreements contained Indemnified Party and reduced by the tax benefit actually realized in Section 14 will not be subject the year the Damages are incurred. (f) Notwithstanding anything to the Deductible contrary in this Agreement, Seller’s obligations pursuant to Section 6.1 shall in no way form the basis of any claim by a Buyer Indemnified Party or otherwise serve to prevent the Cap, nor will liquidation and dissolution of Seller following the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesClosing.

Limitations. (a) With respect to claims for Damages arising under Section 6.1(a)(ii), the Sellers shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Threshold (at which point the Sellers shall become liable for that portion of all Damages under Section 6.1(a)(ii) that exceed the Threshold); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or Knowing Misrepresentation or (ii) any claim pursuant to Section 6.1(a)(ii) relating to a breach of any Fundamental Representation. For purposes of determining (x) whether there has been a breach requiring indemnification as provided in Section 6.1 and (y) the Damages with respect thereto, each representation, warranty, covenant and agreement, whether made herein or in any other agreement or instrument delivered pursuant to this Agreement, 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 Company Material Adverse Effect). (b) Except for (i) claims based on fraud or Knowing Misrepresentation and (ii) claims based on a breach of any Fundamental Representation, the Escrow Fund and the Earn-Out Consideration shall be the exclusive source for the breach of Buyer to collect any Damages for which it is entitled to indemnification under Section 6.1(a)(ii). (c) Notwithstanding anything to the contrary herein, except for (i) claims based on (A) any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 3.9 or, to the extent related to Taxes, Section 3.22, (B) any covenant or agreement set forth in Section 5.3, (C) any provision set forth in Section 6.1(a)(iii) relating to Section 5.3, Section 6.1(a)(viii), Section 6.1(a)(ix), Section 6.1(a)(x), Section 6.1(a)(xiii) or Section 6.1(a)(xviii) or (D) fraud or a Knowing Misrepresentation and (ii) claims arising under Article VII, the aggregate Liability of each Seller for Damages under this Agreement Article VI shall not exceed the portion of the Aggregate Consideration such Seller is entitled to receive pursuant to this Agreement. (d) Notwithstanding anything to the contrary herein, the aggregate Liability of the Buyer for Damages under this Article VI shall not exceed the Aggregate Consideration the Sellers are entitled to receive pursuant to this Agreement. (e) No Seller shall have any right of contribution against the Company with regard respect to any Plan(sindemnification obligation or any other Liability to which such Seller may become subject under this Agreement. Except with respect to claims based on fraud or a Knowing Misrepresentation, claims arising under Article VII, and claims for specific performance and other equitable relief, after the Closing, the rights of the Buyer under this Article VI shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company or any Seller contained in this Agreement. (f) Except with respect to claims for specific performance and other equitable relief, after the Closing, the rights of the Sellers under this Article VI shall be the exclusive remedy of the Sellers with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Buyer contained in this Agreement. (g) The amount of Damages recoverable by the Buyer under this Article VI shall be reduced, on a dollar-for-dollar basis, by the amount of any insurance proceeds actually received by the Buyer in connection with a claim under this Article VI under any insurance policies if and only if such proceeds were paid to or received by the Buyer under an insurance policy maintained by the Company or any Subsidiary prior to the Closing and the premiums for such insurance policies were paid prior to the Closing. (h) Notwithstanding anything to the contrary herein, the aggregate liability of any Individual Seller pursuant to Section 6.1(a)(i), which are collectively referred Section 6.1(a)(iii) other than relating to as Section 5.3(i), or Section 6.1(a)(v) in respect of a breach or failure by the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Entity Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out Individual Seller’s Pro Rata Share of the Escrow Amount; provided that Damages resulting from or related to such breach or failure for which the extent the Escrow Amount Buyer is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesindemnification.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding the firstprovisions of Section 8.1(b) above, third there shall be no right of withholding or offset, and last sentences in Dr. ▇▇▇▇▇ ▇▇▇ll not be required to make any indemnification payments under Section 4.1 8.1(b) until the aggregate amount of losses suffered by Medirisk and Merger Sub that are subject to indemnification under such Section exceed Fifty Thousand and No/100 (Corporate Status$50,000.00.00) Dollars (the "Minimum Indemnity Amount"), at which time claims may be asserted for all amounts up to and in excess of the Minimum Indemnity Amount. (b) Notwithstanding the provisions of Section 4.3 (Authorizations and Binding Obligations)8.1(b) or 8.1(c) above, the maximum liability of Dr. ▇▇▇▇▇ ▇▇▇ indemnification under this Agreement shall be equal to the Merger Consideration. (c) subsections (iNotwithstanding the provisions of Section 8.1(d) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)above, and (g) Losses arising out except for any Shareholder Indemnified Loss resulting from a breach of any and all inaccurate the covenants, representations and warranties set forth in Section 4.18 SCHEDULE 1.5(B)(II), the maximum aggregate liability of Medirisk and Merger Sub for indemnification under this Agreement shall be equal to the Merger Consideration. (d) Notwithstanding the provisions of Section 8.1 above, no claim for indemnification under this Agreement may be made after 31 August 1999, unless notice of such claim or the facts underlying it is given to the indemnifying party prior to 31 August 1999; provided, however, that the foregoing restriction shall not apply with regard respect to (i) any Plan(s)Medirisk Indemnified Loss resulting from a breach of the covenants, which are collectively referred to as representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.9, 2.12, 2.13, 2.1A or 2.2A; and (ii) any liability, loss, damage, injury or claim by the "Uncapped Liabilities"Shareholders resulting from a breach of the covenants, representations and warranties set forth in Schedule 1.5(b)(ii) or and Sections 3.1 and 3.2; provided further that any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of based upon any of the covenants matters described in subsection (i) or agreements contained in Section 14 will not (ii) may be brought at any time, subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case any applicable statutes of fraud, or with respect to Excluded Liabilitieslimitation.

Limitations. With (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) no individual claim (or series of related claims) for indemnification under Section 7.1(a) or Section 7.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [***]; (ii) the Seller shall be liable with respect to claims under Section 7.1(a) only if the aggregate Damages related to such claims (excluding any claims disallowed under Section 7.5(a)(i)), when considered together, exceeds [***] and only for that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 7.5(a)(i)), which, when considered together, exceeds [***]; (iii) the aggregate liability of the Seller for all Damages under Section 7.1(a) (other than Damages in respect of a breach of Section 3.8) shall not exceed [***]; PROVIDED, HOWEVER, that such Damages, when considered together with all Damages in respect of a breach of Section 3.8, shall not exceed [***]; (iv) the aggregate liability of the Seller for all Damages in respect of a breach of Section 3.8, when considered together with all of the Damages under Section 7.1(a), shall not exceed [***]; (v) the Buyer shall be liable with respect to claims under Section 7.2(a) only if the aggregate Damages related to such claims (excluding any claims disallowed under Section 7.5(a)(i)), when considered together, exceeds [***] and only for that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 7.5(a)(i)), which, when considered together, exceeds [***]; and (vi) the aggregate liability of the Buyer for all Damages under Section 7.2(a) shall not exceed [***]. (i) Notwithstanding anything to the contrary contained in this Article VII, the Buyer Indemnitees shall be entitled to indemnification for Damages in respect of a breach of Sections 3.1, 3.2, 3.3, 3.4, 3.14 and 3.17 hereof and under Sections 7.1(b), 7.1(c), 7.1(d) and 7.1(e) hereof irrespective of the limitations set forth above in Sections 7.5(a)(i), 7.5(a)(ii), 7.5(a)(iii) and 7.5(a)(iv) (ii) Notwithstanding anything to the contrary contained in this Article VII, the Seller Indemnitees shall be entitled to indemnification for Damages in respect of a breach of Sections 4.1, 4.2, 4.3, 4.4, 4.8 and 4.9 hereof and under Sections 7.2(b), 7.2(c) and 7.2(d) hereof irrespective the limitations set forth above in Sections 7.5(a)(i), 7.5(a)(v) and 7.5(a)(vi). (c) No right to indemnification under this Article VII shall be limited by reason of any investigation or audit conducted before or after the Closing of any Party hereto or the knowledge of such Party of any breach of any representation, warranty, agreement or covenant by the other Party at any time, or the decision by such Party to complete the Closing. (d) Except with respect to Third Party Claims, for which this Section 7.5(d) shall not apply, in no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article VII that exceed in the aggregate [***] and that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article VII. (e) The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier, and (ii) the amount of any Tax benefit realized or realizable by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. For purposes of this Section 7.5(e), the Tax benefit realized or realizable by any Indemnified Party (or an Affiliate thereof) shall be determined as of the date of the receipt of payment from the Indemnifying Party by calculating the present value of all expected reductions in Tax payments attributable to any expected deductions or decreases in income associated with the Damages to which such indemnity claim relates (net of any increase in Tax payments that may result from the receipt of the indemnification payment), assuming that the Indemnified Party is always subject to a total combined Tax rate of 40% and using a discount rate equal to the prime rate of interest reported in THE WALL STREET JOURNAL at the time such indemnification payment is made. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all Tax benefits to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any 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 received an indemnification payment from the breach Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of any representation or warranty contained in Section 4 receiving such insurance payment, an amount equal to the excess of (except for representations and warranties concerning (aA) the firstamount previously received by the Indemnified Party under this Article VII with respect to such claim plus the amount of the insurance payments received, third and last sentences in Section 4.1 over (Corporate Status), (bB) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence the amount of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII. (f) Section 4.29 (Brokerage)Except with respect to claims for fraud or for equitable relief, and (g) Losses arising out including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VII shall be the sole and all inaccurate representations exclusive remedies of the Indemnified Parties and warranties set forth in their respective Affiliates with respect to claims covered by Section 4.18 7.1 or Section 7.2 or otherwise relating to the transactions that are the subject of this Agreement with regard to any Plan(s), which are collectively referred to as Agreement. Without limiting the "Uncapped Liabilities") or any claim for the breach of any other generality of the representation foregoing, in no event shall any Party, its successors or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then permitted assigns be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case claim or seek rescission of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiestransactions consummated by this Agreement.

Limitations. With respect (i) Notwithstanding any other provision in this Agreement to the contrary, the Escrowed Holders shall not be required to make any indemnification payment pursuant to Section 10.2(a)(i) until such time as the total amount of all Losses that have been suffered or incurred by the Indemnitees pursuant to Section 10.2(a)(i), other than Losses attributable to any claim breach of the representations and warranties of the Company set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries; Investments), 4.10 (Taxes) or 4.27 (Financial Advisors), exceeds $625,000, and, in such event, the Escrowed Holders shall be required to pay the entire amount of such Losses (after deducting therefrom an amount equal to $250,000). (ii) The total amount of Losses which the Escrowed Holders shall be obligated to pay to the Indemnitees under Section 10.2(a) shall not exceed the Escrow Fund and the amount of Losses each Escrowed Holder shall be obligated to pay the Indemnitees under Section 10.2(a) shall not exceed its, his or her Pro Rata Share of such Losses. Notwithstanding the foregoing, the aggregate liability of any Escrowed Holder for any Indemnification Claim involving fraud or intentional misrepresentation or omissions on the part of the Company, or any Indemnification Claim resulting from a breach of the Tax representations and warranties contained in Section 4.10 of this Agreement, shall not be limited to the Escrow Fund; provided, however, that, in no event shall any Escrowed Holder be liable for Losses attributable to any breach of the Tax representations contained in Section 4.10 of this Agreement in excess of twenty-five percent (25%) of its, his or her Pro Rata Share of such Losses, and an Escrowed Holder’s aggregate liability in respect of such Losses shall not exceed twenty-five percent (25%) of its, his or her respective portion of the Final Aggregate Merger Consideration; provided, further, however, that the amount of Losses each Escrowed Holder shall be obligated to pay the Indemnitees for any Indemnification Claim attributable to fraud or intentional misrepresentation or omissions on the part of the Company shall not exceed its, his or her Pro Rata Share of such Losses and an Escrowed Holder’s aggregate liability in respect of such Losses shall not exceed the portion of the Final Aggregate Merger Consideration received by such Escrowed Holder. (iii) An Indemnitee’s right to indemnification under this Article X based on the breach of any representation, warranty or covenant or based on the failure of such representation or warranty contained to be true, correct and complete as of the date hereof or the Closing Date shall not be diminished or otherwise affected in Section 4 any way as a result of the existence of such Indemnitee’s Knowledge of such breach or untruth as of the date hereof or as of the Closing Date, regardless of whether such Knowledge exists as a result of the Indemnitee’s investigation or as a result of disclosure by the Company (except or any other Person), unless such disclosures were set forth in this Agreement or in any applicable schedules hereto. (iv) Notwithstanding any other provision in this Agreement to the contrary, the Indemnitees shall not be entitled to recovery from the Escrowed Holders for representations any exemplary, special, indirect or consequential Losses or damages of any kind whatsoever (including lost profits and warranties concerning diminution in value). (av) The amount of Losses recoverable by any Indemnitee under this Agreement with respect to an indemnity claim shall be reduced by (A) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence amount of Conflict any payment actually received by such Indemnitee from any insurance policy net of any deductibles or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)other amounts payable with respect thereto, and (gB) Losses arising out the amount of any and all inaccurate representations and warranties set forth net Tax benefits actually received by the Indemnitee, in Section 4.18 of this Agreement with regard to each case, in the year the indemnification payment is made or in any Plan(s)prior year, which are collectively referred to as resulting from the "Uncapped Liabilities") incurrence or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent payment of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesLosses.

Limitations. With respect (a) Notwithstanding anything to the contrary in any other Section of this Agreement, in no event shall there by any liability under Section 9.1(a) until the aggregate amount of all Losses suffered by the Buyer Group arising from matters covered by the indemnity contained in Section 9.1(a) exceeds $25,000 (the "Indemnification Floor"). Once the Buyer Group has suffered Losses arising from matters covered by the indemnity contained in Section 9.1(a) in an amount equal to the Indemnification Floor, subject to the other terms of this Article 9, the liability of the Seller under Section 9.1(a) shall be equal to the total amount of all such Losses in excess of the Indemnification Floor. (b) Sellers' maximum aggregate liability under 9.1(a) shall not exceed the cash purchase price for the Assets purchased hereunder. (c) Notwithstanding the foregoing, the limitation contained in Section 9.3(b) shall not apply to any claim for the arising from a breach of any a representation or warranty contained in Section 4 Sections 2.1 or 2.2 (except for representations and warranties concerning (a) collectively, the first, third and last sentences in Section 4.1 (Corporate Status"Excluded Items"), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), . (d) Section 4.8 EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH IN ARTICLE 2, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT ALL OF THE ASSETS ARE BEING SOLD AND TRANSFERRED ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AND DEFECTS, AND THE SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, AS TO ANY MATTERS CONCERNING THE ASSETS, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THE PHYSICAL CONDITION OF THE ASSETS AND ANY DEFECTS THEREOF, OR THE ENFORCEABILITY OF THE ASSIGNMENT OF ALL NON-COMPETITION AGREEMENTS AND BUYER HEREBY WAIVERS, RELINQUISHES AND RELEASES SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (b) and (c) (Owned and Leased Tangible Personal PropertyINCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (eINCLUDING FEES AND EXPENSES OF COUNSEL) Section 4.20 OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER BY REASON OF THE FOREGOING MATTERS. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE FOR ANY CONSEQUENTIAL (TaxesINCLUDING LOST PROFITS), (f) Section 4.29 (Brokerage)PUNITIVE OR EXEMPLARY DAMAGES ALLEGED TO HAVE RESULTED FROM A BREACH BY ANY PARTY OF ANY PROVISION OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR RELATED HERETO OR THERETO, and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilities.AND IN NO EVENT SHALL AN ARBITRATOR BE ABLE TO AWARD ANY SUCH DAMAGES

Limitations. With (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement (it being understood that, for purposes of determining the amount of Losses under this Section 11.5 only (but not for purposes of determining the occurrence of any breach), all representations and warranties of Seller in Article IV shall be construed as if the terms “material” and “Material Adverse Effect”, and variations thereof, were omitted from such representations and warranties): A ▇▇▇▇ of [***] on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (i) no individual claim (or series of related claims) for indemnification under Section 11.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [***]; (ii) the Seller shall be liable with respect to claims under Section 11.2(a) for only that portion of the aggregate Losses related to such claims (excluding any claims disallowed under Section 11.5(a)(i)), considered together, which exceeds [***]; and (iii) the aggregate liability of the Seller for all Losses under this Article XI , including, without limitation, any Losses under Section 11.8, other than those in respect of Section 11.2(b), shall not exceed [***]. (iv) In no event shall any Indemnifying Party be responsible or liable for any Losses or other amounts under this Article XI that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages. Each party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Losses for which indemnification is provided to it under this Article XI. (b) The amount of Losses recoverable by an Indemnified Party under this Article XI with respect to an indemnity claim shall be reduced by (i) 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, and (ii) the amount of any Tax benefit realized or realizable by such Indemnified Party (or an Affiliate thereof) which is attributable to the Losses to which such indemnity claim relates. For purposes of this Section 11.5(b), the Tax benefit realized by any Indemnified Party (or an Affiliate thereof) shall be determined as of the date of the receipt of payment from the Indemnifying Party by calculating the present value of all expected reductions in Tax payments attributable to any expected deductions or decreases in income associated with the Losses to which such indemnity claim relates, assuming that the Indemnified Party is always subject to a total combined Tax rate of [***]. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any claim for the breach of Losses or any representation indemnification obligations with respect to Losses. If an Indemnified Party (or warranty contained an Affiliate) receives any insurance payment in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement connection with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for Losses for which it has already received an indemnification payment from the breach of any other of the representation or warranty on behalf of Seller contained hereinIndemnifying Party, Seller it shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only pay to the extent Indemnifying Party, within 30 days of receiving such excess (insurance payment, an amount equal to the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (A) the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of amount previously received by the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or Indemnified Party under this Article XI with respect to Excluded Liabilitiessuch claim plus the amount of the insurance payments received, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article XI. Notwithstanding the foregoing, the Indemnified Party shall not be obligated to make an insurance claim if the Indemnified Party, in its reasonable judgment, believes that the cost of pursuing such an insurance claim and satisfying any applicable deductible or retention amount with respect to such claim, together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the claim for which the Indemnified Party is seeking indemnification.

Limitations. (a) With respect to any claims for Damages arising pursuant to a claim for the breach of any representation indemnification under Section 7.1(a) or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status7.2(a), the Company Participating Equity Holders shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds $450,000 (bthe “Threshold Amount”) (at which point the Buyer shall be entitled to recovery for all Damages under Section 4.3 (Authorizations and Binding Obligations7.1(a) or Section 7.2(a), (c) subsections and not just amounts in excess of the Threshold Amount); provided that the limitation set forth in this sentence shall not apply to (i) and claims based on fraud or knowing misrepresentation or (iiiii) in any claim pursuant to Section 4.4 (Absence 7.1(a) or Section 7.2(a) relating to a breach of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate the representations and warranties set forth in Sections 2.2, 2.3, 2.9, 2.13, 2.23, 2.28, 3.2, 3.3, 3.4 and, to the extent relating to Taxes, 2.22. (b) Except for claims based on (i) fraud or knowing misrepresentation, (ii) a breach of the Tax Related Representations or Section 4.18 8.2, (iii) a breach of the Constitutive Representations and (iv) the I-B Obligations, the Escrow Fund shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. Notwithstanding the foregoing, except in the case of fraud or knowing misrepresentation, the Buyer shall not attempt, and shall not have a right, to collect any Damages directly from any Company Participating Equity Holder for a breach of the Constitutive Representations (which, for the avoidance of doubt, are the only matters for which the Buyer may seek recovery under this Agreement directly from the Company Participating Equity Holders except in the case of fraud or knowing misrepresentation) unless and until there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. In addition, for the avoidance of doubt, except in the case of fraud or knowing misrepresentation, the Buyer shall not have a right to recovery beyond the Escrow Fund (and, with respect to the I-B Obligations, also the Special Escrow Fund) directly against any Company Participating Equity Holder for a claim relating to a breach of the Tax Related Representations, Section 8.2 or the I-B Obligations (unless and only, in the case of a claim with respect to the I-B Obligations made under clause (ii) or (iv) above, such Company Participating Equity Holder is a successor to or assign of all or a material portion of the I-B Business), but shall have the rights specified in Section 7.5(c) and 7.5(d), respectively. (c) With respect to claims relating to a breach of the Tax Related Representations and Section 8.2, on the basis and subject to the limitations set forth in this Article VII, the Escrow Agreement shall be the non-exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. In addition, in connection with any claims relating to a breach of the Tax Related Representations or Section 8.2, Spinco shall indemnify the Buyer for any such Damages arising therefrom; provided, however, that the Buyer shall not be entitled to collect any Damages from Spinco for any claims relating to a breach of the Tax Related Representations or Section 8.2, unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. Notwithstanding any other provision of this Section 7.5(c) or Section 8.2, except for claims based on fraud or knowing misrepresentation of a Tax Related Representation, in no event shall the Buyer be entitled to receive Damages, whether from the Escrow Fund, any Company Participating Equity Holder or Spinco, with respect to claims relating to a breach of the Tax Related Representations or Section 8.2 that exceed an amount equal to the excess of (i) the aggregate Merger Consideration and Earn-out Consideration, if any, that the Company Participating Equity Holders are entitled to receive under this Agreement minus (ii) the amount, if any, recovered by the Buyer from the Escrow Fund for any other claims under this Agreement other than claims with regard respect to fraud, knowing misrepresentation or the I-B Obligations. (d) With respect to claims relating to the I-B Obligations, on the basis and subject to the limitations set forth in this Article VII, the Escrow Agreement shall be the non-exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. In addition, with respect to claims relating to the I-B Obligations, Spinco shall be liable to the Buyer for any such Damages arising therefrom; provided, however, the Buyer shall not be entitled to assert any claims relating to the I-B Obligations against Spinco prior to the depletion or release of the Special Escrow Fund. (e) Notwithstanding anything to the contrary herein, except for claims based on fraud or knowing misrepresentation, the aggregate liability of each Company Participating Equity Holder for Damages under this Agreement shall not exceed the lesser of (i) 100% of the aggregate Merger Consideration and Earn-out Consideration, if any, such Company Participating Equity Holder is entitled to receive pursuant to this Agreement and (ii) 100% of such Company Participating Equity Holder’s pro rata share (based upon the ratio that the aggregate Merger Consideration and Earn-out Consideration, if any, payable to such Company Participating Equity Holder bears to the aggregate Merger Consideration and Earn-out Consideration, if any) of such Damages. (f) No Company Participating Equity Holder shall have any right of contribution against the Company, I-B, A-C or the Surviving Corporation with respect to any Plan(s)breach by the Company, which are collectively referred I-B or A-C of any of its representations, warranties, covenants or agreements. (g) Except with respect to claims based on fraud or knowing misrepresentation, claims arising under Section 8.2 and claims asserted pursuant to the Distribution Agreement, from and after the Effective Time, the rights of the Buyer under this Article VII shall be the sole and exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company, I-B or A-C contained in this Agreement. (h) In the event the Buyer is entitled to recover the same Damages under more than one provision of this Agreement, the Buyer shall only be permitted to recover such Damages one time, and without duplication. (i) The amount of any Damages payable under this Article VII shall be net of amounts actually recovered by the Company, the Surviving Corporation, the Buyer or any Affiliate thereof under applicable insurance policies. If the Company, the Surviving Corporation, the Buyer or any Affiliate thereof receives any amounts under applicable insurance policies subsequent to an indemnification payment by the Company Participating Equity Holders or Spinco, as the "Uncapped Liabilities") case may be, and provided the Buyer has collected all sums due from the Company Participating Equity Holders or any claim for Spinco, as the breach case may be, then the amount of Damages to be recovered by the Buyer shall be recalculated, taking into account the limitations of this Section 7.5, as if such insurance proceeds had been made prior to the collection of any other Damages under this Agreement and any excess Damages previously collected after such recalculation shall be repaid to the Escrow Fund or the Special Escrow Fund, as the case may be, or after the release of the representation Escrow Fund or warranty on behalf of Seller contained the Special Escrow Fund, as the case may be, such amount shall be paid to Spinco or the Paying Agent for distribution to the Company Participating Equity Holders, as applicable. Notwithstanding the foregoing or anything to the contrary set forth herein, Seller in no event shall the Buyer be required to pursue any insurance coverage in order to seek indemnification under this Article VII. (j) Notwithstanding anything herein to the contrary, the Buyer shall not have any obligation right to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000indemnification under this Article VII, and then only Section 8.1 or Section 8.2 for any Damages to the extent of such excess (Damages have been included in the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out determination of the Escrow Amount; provided that Adjusted Merger Consideration pursuant to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case Section 1.10 of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesthis Agreement.

Limitations. With Notwithstanding anything to the contrary in Section 11.2(a) or elsewhere in this Agreement: (i) the Indemnitors shall have no Liability (for indemnification or otherwise) with respect to any claim the matters described in clause (i) or clause (ii) of Section 11.2(a) hereof until the total of all Damages with respect to such matters exceeds 1.0% of the Indemnity Amount (the "Sellers' Threshold Amount"), and then only for the breach amount by which such Damages exceeds the Sellers' Threshold Amount, and the aggregate Liability of the Indemnitors to the Buyer's Indemnified Persons in respect of Section 11.2(a)(i)-(iii) shall not in any event exceed 10% of the Indemnity Amount (the "Sellers' Indemnification Cap"); and in no event shall any individual Seller be liable for an amount in excess of (x) such Seller's Pro Rata Share of the Sellers' Indemnification Cap or (y) the amount of cash or securities such Seller pledged or placed in escrow pursuant to Section 11.2(d) hereof; (ii) none of the Sellers' Threshold Amount, the Sellers' Indemnification Cap, nor the limitations contained in clauses (x) or (y) of Section 11.2(b)(i) hereof shall apply to Damages to be indemnified by a Seller to the extent arising from (x) such Seller's fraud, willful misconduct, bad faith or intentional misrepresentation or (y) any Breach (A) of any representation or warranty contained set forth in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate StatusSections 3.1(a), (b) Section 4.3 (Authorizations and Binding Obligations3.2(a), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict 3.3, 3.6, 3.19, 3.20, 3.21, 4.1, 4.2 or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties 4.3 hereof or the covenant set forth in Section 4.18 12 hereof or (B) by a Seller of any covenant or obligation of such Seller under this Agreement with regard to be performed after the Closing; provided, however, in no event shall any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for be liable under this Section 11 in an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyersuch Seller's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesMaximum Exposure.

Limitations. With (a) The liability of the Indemnifying Party to indemnify the Indemnified Party pursuant to Sections 9.2(a), 9.2(b), 9.2(c), 9.3(a) and 9.3(b) shall be limited to Indemnification Claims as to which an Indemnified Party has given the Indemnifying Party written notice in good faith and with reasonable specificity in accordance with Sections 9.5(a) and 9.5(b) within the period following the Closing Date specified for each respective matter pursuant to Section 9.1; provided, however, that the provisions for indemnification contained in Section 9.2(a) and Section 9.3(a) (other than with respect to the Fundamental Representations) with respect to breaches of representations and warranties shall be effective only if the Indemnified Party has suffered, incurred, sustained or become subject to Damages in excess of One Hundred Thousand Dollars ($100,000) in the aggregate (the “Deductible Amount”) (it being understood and agreed that the Indemnified Party shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Deductible Amount and then only for the amount by which all such Damages exceed the Deductible Amount). (b) The aggregate liability of all Indemnifying Parties to indemnify all Indemnified Parties shall in no event exceed (i) Twelve Million Dollars ($12,000,000) in respect of any claim for fraud, willful misconduct or intentional misrepresentation, and (ii) Six Million Dollars ($6,000,000) in respect any other Indemnification Claim (the “Overall Cap”), and the aggregate liability of each Indemnifying Party to indemnify all Indemnified Parties shall in no event exceed the Indemnifying Party’s actual proportion of the Overall Cap set forth on Schedule A. (c) In the event that the Buyer Indemnified Parties, whether individually or collectively, are entitled to recover for the same Damages under more than one provision of this Agreement, the Buyer Indemnified Parties shall only be permitted to recover such Damages one time, and without duplication. (d) Upon making any payment to an Indemnified Party in respect of any Damages, the Indemnifying Party shall, to the extent such payment represents payment in full of such Damages, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Damages to which such payment relates. Such Indemnified Party (and its Affiliates) shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. (e) No Indemnified Party shall have any obligation to expend any out-of-pocket expense to seek recovery under any insurance benefits and proceeds or from any other Person; provided that such Indemnified Party shall provide prompt notice of any Damages subject to indemnification hereunder to its insurance carrier and shall use commercially reasonable efforts to cooperate with such insurance carrier. (f) Notwithstanding anything else contained herein to the contrary, the amount of any Damages recoverable by any Indemnified Party shall be net of any recoveries from third parties (including any insurance proceeds, indemnification payments, contribution payments or reimbursements received in respect of such Damages or any of the circumstances giving rise thereto) actually received by such Indemnified Party with respect to the underlying claims therefore, net of all costs and expenses incurred in collecting such recoveries (including, without limitation, reasonable attorneys’ fees), it being understood that the Buyer Indemnified Parties shall promptly notify the Company Stockholders of such recoveries. Any such amounts or proceeds received by an Indemnified Party or any Affiliate thereof with respect to any Indemnification Claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnifying Party; provided that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of the amount paid by the Indemnifying Party to the Indemnified Party with respect to such claim. (g) In the event that any of the Buyer Indemnified Parties has any claim for Damages against a Company Stockholder (the “Breaching Company Stockholder”) in connection with such Breaching Company Stockholder’s own individual (i) breach or violation of any covenant or agreement made by such Breaching Company Stockholder pursuant to this Agreement or any of the Transaction Documents, (ii) breach of any representation or warranty contained made by such Company Stockholder set forth in Section 4 ARTICLE V of this Agreement, or (except iii) criminal activities, such claim may only be brought against the Breaching Company Stockholder and not against any other Company Stockholder (the “Non-Breaching Company Stockholder”). The Buyer Indemnified Parties agree never to commence nor pursue any action or suit at law or in equity against a Non-Breaching Company Stockholder for representations any Damages arising out of the Buyer Indemnified Parties’ claim against a Breaching Company Stockholder. The Stockholder Representative agrees to cooperate with and warranties concerning provide assistance to Buyer in respect of any claim against a Breaching Company Stockholder and the coordination thereof. (ah) In the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections event that (i) and (iii) Buyer has received payment from the Company Stockholders as a result of one or more Indemnification Claims in respect of a Company Breach of the third sentence of Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage4.8(a), and (gii) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for Company has actually collected from the breach of any other of applicable third party the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until outstanding receivable that was the aggregate Losses of Buyer exceed $50,000, and then only to the extent subject of such excess Indemnification Claim (in the "Deductible"same amount as such indemnification payment), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled return to proceed directly against Sellerthe Stockholder Representative (for the benefit of the Company Stockholders) such amount, net of any third party costs related to the collection of such outstanding receivable. The DeductibleParties agree that an accounting of all such payments, but not if any, will be performed on a single occasion eighteen (18) months after the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesClosing Date.

Limitations. With respect (a) Except as set forth in Section 8.5(b), (i) Sellers shall not be liable for indemnification pursuant to this Agreement for any claim for claims based on the breach breach, misrepresentation, omission or inaccuracy of any representation or warranty that involves an amount of damage that is individually less than $500 ("Excluded Claims") and (ii) Sellers shall be liable for indemnification pursuant to this Agreement only after the total indemnification claims, excluding amounts in respect of Excluded Claims, exceed $50,000 (the "Threshold") in the aggregate. If the Threshold is met, Sellers shall be liable for the entire amount of all claims which are not an Excluded Claim back to the "first dollar" of damages. (b) The limitations contained in Section 4 (except for representations and warranties concerning (a8.5(a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), will not apply to amounts payable pursuant to Sections 1.2 or 1.3. (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties Except as set forth in Section 4.18 of 8.5(d), (i) Purchaser and SARC shall not be liable for indemnification pursuant to this Agreement with regard to for any Plan(s)claims based on the breach, which are collectively referred to as the "Uncapped Liabilities") misrepresentation, omission or any claim for the breach inaccuracy of any other of the representation or warranty on behalf that involves an amount of Seller damage that is individually less than $500 ("Excluded Claims") and (ii) SARC and Purchaser shall be liable for indemnification pursuant to this Agreement only after the total indemnification claims, excluding amounts in respect of Excluded Claims, exceed the Threshold, in the aggregate. If the Threshold is met, Purchaser and SARC shall be liable for the entire amount of each claim which is not an Excluded Claim back to the "first dollar" of damages. (d) The limitation contained hereinin Section 8.5(c) will not apply to amounts payable pursuant to Sections 1.2 or 1. (e) Notwithstanding the provisions of this Agreement, the Sellers shall not be required to indemnify the Purchaser and SARC pursuant to this Agreement in an amount or amounts exceeding, in the aggregate, the sum of (I) the Purchase Price theretofore paid by the Purchaser and SARC, in accordance herewith and pursuant hereto, and (II) the Option Exercise Price (as defined in the ▇▇▇▇▇▇▇ Put Option) for the ▇▇▇▇▇▇▇ Option Interest if the ▇▇▇▇▇▇▇ Put Option has been exercised. Notwithstanding the provisions of this Agreement, no Seller shall not have any obligation be required to indemnify Buyer from and against Losses (a) unless and until Purchaser and/or SARC pursuant to this Agreement in an amount greater than the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Purchase Price received by such Seller (as adjusted pursuant to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitySection 1.3) or, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of ▇▇▇▇▇▇▇, the Uncapped Liabilities. Any breach Option Exercise Price. (f) Notwithstanding the provisions of any of the covenants or agreements contained in Section 14 will this Agreement, Purchaser and SARC shall not be subject required to the Deductible or the Cap, nor will the Deductible or the Cap apply indemnify Sellers pursuant to this Agreement in the case of fraud, or with respect to Excluded Liabilitiesan amount greater than $1,000,000.

Limitations. With (a) Seller shall not be obligated to indemnify any Purchaser Indemnified Person with respect to any claim for the breach of Indemnifiable Losses as to which any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (iPurchaser Indemnified Person is otherwise entitled to indemnification pursuant to Sections 5.2(i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate amount of such Losses exceeds the sum of Fifty Thousand Dollars ($50,000) (the “Deductible Amount”). Seller shall thereafter indemnify the Purchaser Indemnified Persons for all Indemnifiable Losses of Buyer exceed $50,000the Purchaser Indemnified Persons in excess of the Deductible Amount; provided, and then only however, that the maximum aggregate obligation of Seller to the extent of such excess Purchaser Indemnified Persons (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductibleincluding, but not limited to, Liabilities of Seller for costs, expenses and attorneys’ fees paid or incurred in connection therewith or in connection with the Cap, shall apply in the case of the Uncapped Liabilities. Any breach curing of any or all breaches of Seller’s representations and warranties) collectively pursuant to Section 5.2(i) shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) (the covenants or agreements contained in “Cap”); provided, however, that the Cap for indemnifiable Losses arising from breaches of Fundamental Representations, from Third Party Claims arising from breaches of Section 14 will not 3.10 (Intellectual Property), and the matters disclosed on Schedule 3.13 shall be subject capped at the Cash Consideration. Except for claims for which Seller has assumed the defense pursuant to Section 5.5, the Purchaser Indemnified Persons shall bear the burden of demonstrating that any Indemnifiable Losses to be credited against the Deductible or Amount were reasonably incurred by the CapPurchaser Indemnified Persons, nor will the Deductible or the Cap apply in the case of fraud, or with respect without prejudice to Excluded LiabilitiesSeller’s rights under this Section 5.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything to the firstcontrary herein, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) the aggregate liability of the Indemnifying Stockholders for Losses under this Article 7 shall not exceed the shares and other assets, if any, comprising the Escrow Fund (iii) as defined in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokeragethe Escrow Agreement), and (gii) the Indemnifying Stockholders shall not be liable under this Article 7 unless and until the aggregate Losses arising out for which it would otherwise be liable exceed $1,000,000 (at which point the Indemnifying Stockholders shall become liable only for the aggregate Losses in excess of any and all inaccurate $1,000,000); provided that the limitation set forth in clause (ii) above shall not apply to a claim made by iPIX pursuant to Section 7.1(a) relating to (x) a breach of the representations and warranties set forth in Sections 2.1(a), 2.2(a) and (b), or 2.3 or (y) the matters indemnifiable pursuant to Section 4.18 7.1(c); provided, however, that the Indemnifying Stockholders will be liable for 90% of any Losses and iPIX will be liable for 10% of any Losses related to the matters indemnifiable pursuant to Section 7.1(c) up to $500,000, and the Indemnifying Stockholders will be liable for all such Losses exceeding $500,000. iPIX and the Indemnifying Stockholders shall bear all Losses up to $500,000 pro rata according to the foregoing percentages, and shall be concurrently liable for their respective percentages of such Loss. For purposes solely of measuring the $1,000,000 deductible in clause (ii) of this Section 7.3(a), all representations and warranties of PictureWorks in Article II shall be construed as if the term "material" and any reference to "MATERIAL ADVERSE EFFECT" (and variations thereof) were omitted from such representations and warranties. (b) The stockholders of PictureWorks and their officers, directors, partners, stockholders, members, trustees, fiduciaries, affiliates, accountants, attorneys, advisors and other representatives (including those of PictureWorks prior to the Effective Time) shall not under any circumstances have any liability of any sort whatsoever under this Agreement or any agreement or document delivered in connection herewith in excess of the Escrow Fund, except in the event of a fraudulent breach (i.e., a knowing and intentional breach of a representation, warranty, covenant or agreement with the intent to deceive). In the event of such a fraudulent breach, iPIX shall have all remedies available at law or in equity with respect to such breach; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, in no event shall the liability resulting from this sentence exceed the Merger consideration or proceeds, if any, actually received by a former stockholder of PictureWorks in connection with the disposition of such Merger consideration. (c) No Indemnifying Stockholder shall have any right of contribution against PictureWorks or the Surviving Corporation with respect to any breach by PictureWorks of any of its representations, warranties, covenants or agreements except as otherwise set forth in Section 5.10. (d) iPIX acknowledges and agrees that the representations and warranties set forth in Article 2 above are the only representations and warranties made by PictureWorks in connection with the Merger and related transactions contemplated hereby and iPIX has not, and agrees that it may not, rely on any other representations or warranties in any manner relating to PictureWorks. In the event the Merger is consummated, it is further recognized and agreed that the sole and exclusive remedy for any claims arising out of or relating to a breach of one or more of such representations or warranties or any other provision of this Agreement with regard to any Plan(s)shall be Losses, which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Caplimitations set forth in, nor will the Deductible or the Cap apply and except as otherwise set forth in, this Article 7. The inclusion of any entry in the case of fraud, or Disclosure Schedule shall not be deemed an admission that such item is material. (e) The Indemnifying Stockholders' liability for any Losses with respect to Excluded Liabilitieswhich iPIX is entitled to or is seeking to assert rights to indemnification under this Article 7 shall be reduced by any amounts actually received by iPIX from any third party with respect to such Losses.

Limitations. With (a) The Buyer Parties shall not be entitled to indemnification with respect to any claim for the breach of any representation or warranty contained in Loss under Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status8.2(a), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iiiunless such matter was the subject of a written notice given by a Buyer Indemnified Party pursuant to Section 8.3(a) within the survival period following the Closing Date specified for each respective matter in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage)8.1, and (gii) Losses arising out of (A) with respect to any and all inaccurate representations and warranties Loss under Section 8.2(a), other than the matters set forth in Section 4.18 3.13(a) and the last sentence of Section 3.14(b), unless and until the aggregate Losses of all Buyer Indemnified Parties (taken as a whole) shall exceed $400,000 (the “General Threshold Amount”) or (B) with respect to the matters set forth in Section 3.13(a) and the last sentence of Section 3.14(b), unless and until the aggregate Losses of all Buyer Indemnified Parties (taken as a whole) shall exceed $200,000 (the “Specified Threshold Amount”), in each of such cases (i.e., in clauses (A) and (B)), the Buyer Indemnified Parties may claim indemnification for the amount of all such Losses, including the applicable Threshold Amount. The maximum amount that the Buyer Indemnified Parties shall be entitled to recover from the Seller Parties with respect to all indemnifiable Losses pursuant to Section 8.2(a) is $5,000,000 (the “Indemnification Cap”). Notwithstanding the foregoing, the limitations set forth in this Agreement Section 8.4(a) shall not apply to: (w) any claims or Losses with regard respect to breaches or inaccuracies of any Seller Fundamental Representation, (x) any claims or Losses with respect to breaches or inaccuracies of the Seller Parties’ representations in Section 3.16 (only with respect to Income Taxes, employment taxes, withholding taxes, or any breach of Section 3.16(b) or Section 3.16(p), or the specific matters described in Schedule 3.16 of the Seller Parties Disclosure Schedules), (y) any claims or Losses with respect to breaches of the Seller Parties’ covenants in Section 6.1 (only with respect to Income Taxes, employment taxes, withholding taxes, or any breach of Section 3.16(b) or Section 3.16(p), or the specific matters described in Schedule 3.16 of the Seller Parties Disclosure Schedules) or (z) any claims or Losses with respect to fraud or criminal acts or omissions. (b) The Seller Parties shall not be entitled to indemnification with respect to any Plan(sLoss under Section 8.2(b), which are collectively referred (i) unless such matter was the subject of a written notice given by a Seller Indemnified Party pursuant to as Section 8.3(a) within the "Uncapped Liabilities") or any claim survival period following the Closing Date specified for the breach of any other of the representation or warranty on behalf of Seller contained hereineach respective matter in Section 8.1, Seller shall not have any obligation to indemnify Buyer from and against Losses (aii) unless and until the aggregate Losses of Buyer all Seller Indemnified Parties (taken as a whole) shall exceed $50,000the applicable Threshold Amount, and then only to in which event the extent Seller Indemnified Parties may claim indemnification for the amount of all such excess (Losses, including the "Deductible"), nor (b) for an aggregate applicable Threshold Amount. The maximum amount in ---------- excess of $2,200,000 (that the "Cap"). Buyer's indemnification remedy first Seller Indemnified Parties shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not recover from the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or Buyer Parties with respect to Excluded Liabilitiesall indemnifiable Losses under Section 8.2(b) is the Indemnification Cap. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(b) shall not apply to: (x) any claims or Losses with respect to breaches or inaccuracies of any representations and warranties in Section 4.3 or (y) any claims or Losses with respect to fraud or criminal acts or omissions.

Limitations. With respect Notwithstanding anything herein to the contrary, as to (i) matters which are subject to indemnification pursuant to this Section 11.2.1(b), (a) Seller and Shareholders shall not be liable unless and until the aggregate Losses to the Indemnified Purchaser Parties resulting from such otherwise indemnifiable matters; (and (ii) Retained Liabilities for trade payables which have arisen in the ordinary course of business and which do not, in each instance, exceed Twenty Five Thousand ($25,000) Dollars (“Ordinary Course Retained Liabilities”); shall exceed a cumulative aggregate of Three Hundred Fifty Thousand ($350,000) Dollars (the “Indemnification Threshold”) (with Seller and Shareholders being responsible for all Losses that exceed the Indemnification Threshold), and (b) the aggregate amount of any claim payments that shall be payable by Seller and Shareholder as a result of any Actions for indemnification made under Section 11.2.1(b) shall be limited to Three Million Five Hundred Thousand ($3,500,000) Dollars (the “General Maximum Limitation”); provided, however, that neither the Indemnification Threshold nor the General Maximum Limitation shall apply to (i) Actions for Losses relating to a breach of the representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.4, 3.5, and 3.16(a), (ii) Actions for Losses relating to Retained Liabilities which are not Ordinary Course Retained Liabilities and/or under and/or relating to Section 11.2.1(d), or (iii) Actions for Losses relating to a breach of any representation or warranty contained in Section 4 (except that was actually known to be false when made or for representations and warranties concerning (a) fraud; provided, further, that the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of General Maximum Limitation shall not apply to Ordinary Course Retained Liabilities. In the event that there has been any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other representation, warranty, covenant or agreement in this Agreement which is limited or qualified as to materiality or Seller Material Adverse Effect, then, notwithstanding anything to the contrary in this Agreement, any limitation or qualification as to materiality or Seller Material Adverse Effect shall be disregarded for purposes of determining the amount of an indemnitor’s obligations (including for purposes of determining whether the amount of the representation indemnitor’s indemnification obligations exceed the Indemnification Threshold). For the avoidance of doubt, limitations or warranty on behalf of qualifications as to materiality or Seller contained herein, Seller Material Adverse Effect shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses be disregarded for purposes of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any determining whether a breach of any of the covenants a representation, warranty, covenant or agreements contained agreement in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesthis Agreement has occurred.

Limitations. With respect (a) Notwithstanding anything to the contrary contained herein, PRGI will not assert a claim against any claim Sellers or Owners under this Article 4 until the total of all Section 4.1 Indemnified Claims (except claims under Section 4.1(c)(ii)(A),(B) or (C), 4.1(d), 4.1(e) or claims for the breach of any representation or warranty contained in Section 4 (except for the representations and warranties concerning (adescribed in 4.4(a)(ii) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s4.4(b), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to this limitation, but may be asserted without regard to the Deductible Base Amount) hereunder and under all Seller Transaction Documents equals or the Cap, nor will the Deductible or the Cap apply exceeds in the case aggregate $100,000 (the "Base Amount"), at which time all Section 4.1 Indemnified Claims, including such Base Amount, may be claimed in full and, if indemnifiable under this Article 4, shall be indemnified in full. (b) The parties hereto acknowledge that, in the event that the amount of fraudSection 4.1 Indemnified Claims hereunder exceeds the value of the Escrow Shares deposited by Seller and the Owners pursuant to the Indemnity Escrow Agreement (as valued therein), except as provided below, PRGI shall assert any such claims exceeding the value of the Escrow Shares against, and be indemnified by, the Owners of RBA (and if prior to Closing, by RBA), jointly and severally, and will not assert claims exceeding the Escrow Shares against any other Seller and its Owners; provided, in respect of Section 4.1 Indemnified Claims exceeding the value of the Escrow Shares if such claims relate to fraud by any Seller or its Owners or to a Recourse Obligations, each Seller and its Owners shall remain jointly and severally liable with RBA's Owners (and if prior to Closing, RBA) in respect to Excluded Liabilitiesthereto. (c) The parties hereto acknowledge that, in respect of any Section 4.1 Indemnified Claims arising out of Section 4.1(c)(ii)(D)(2) hereof, PRGI shall not assert a claim against Sellers or Owners unless the amount of all such Section 4.1(c)(ii)(D)(2) Indemnified Claims exceeds the aggregate under all of the Acquisition Agreements of the Interim Period Cash Flow, as defined and provided in the Acquisition Agreements, in which event, PRGI may assert a claim against Sellers and Owners in accordance with this Agreement and the Indemnity Escrow Agreement for all such Section 4.1(c)(ii)(D)(2) Indemnified Claims, for the amount which exceeds the Interim Cash Flow, and, if indemnifiable under this Article 4, shall be indemnified in full.

Limitations. With respect (a) Sellers shall not be liable to any the Purchaser Indemnified Parties for indemnification under Section 7.2 unless and until the Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of $125,000 (the “Basket”) in the aggregate, in which case the Purchaser Indemnified Parties may bring a 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 Section 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 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 shall reimburse the Indemnifying Party for all costs and expenses incurred by the Indemnifying Party in connection with such defense (or negotiation, settlement or compromise) to the extent that such costs and expenses do not exceed the amount of the remaining Basket. (b) Notwithstanding the foregoing, the limitations set forth in Section 7.4(a) shall not apply to Losses based upon, arising out of any inaccuracy in or breach of (i) any Fundamental Representation or (ii) any representations and warranties contained in Section 3.5 (Taxes). (c) For purposes of 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 Section 4 or otherwise applicable to such representation or warranty. (except for representations and warranties concerning (ad) Following the firstdetermination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, third and last sentences in Section 4.1 (Corporate Statusas applicable, pursuant to Sections 7.2(a), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections or (d), or Article VIII, (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 Standard Escrow Amount and (iiiii) in 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 Party, as applicable, any remainder of such excess. (e) Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Section 4.4 (Absence of Conflict or Breach7.2(e), (di) Section 4.8 (b) first, Purchaser Representative and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard Seller Representative shall promptly deliver to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only Escrow Agent joint written instructions to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of Escrow Agent instruction the Escrow Amount; provided that Agent to disburse to Purchasers such amount from the extent Special Escrow Amount (or, at Purchaser Representative’s sole election, from the Standard Escrow Amount if such Special Escrow Amount is insufficient to satisfy 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 remaining 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 Indemnifying Party, and the Indemnified Party’s right to indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Capwith respect thereto, shall apply 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 Section 6.2 or 6.3, as the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesmay be.

Limitations. With (c) In the case of a claim with respect to any claim of the Company Representation Indemnities, each Company Indemnifying Party shall be severally and not jointly liable for the breach such Company Indemnifying Party’s Pro Rata Share of any representation or warranty contained Damages resulting therefrom up to an amount equal to the Escrow Amount, except in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections case of (i) and fraud, willful breach or intentional misrepresentation or (iiiii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out any failure of any of the Specified Representations to be true and all inaccurate representations and warranties correct as set forth in Section 4.18 9.2(a). In the case of this Agreement a claim with regard respect to any Plan(sof 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 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), which are collectively referred to as the "Uncapped Liabilities"(ii) or any claim for the 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 other 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 representation 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 warranty on behalf reimbursement under this Article 9 from the Escrow Fund prior to seeking to recover amounts in respect of Seller such claims for indemnification, compensation or reimbursement under this Article 9 directly from any Company Indemnifying Party; provided, however, that to the extent any amounts are released from the Escrow Fund to any Parent Indemnified Person with respect to claims for indemnification, compensation or reimbursement under this Article 9 that are not subject to the limitations contained hereinin first sentence of Section 9.4(a), Seller such recovered amounts shall not reduce the amount that the Parent Indemnified Persons may recover with respect to claims for indemnification, compensation or reimbursement under this Article 9 that are subject to the 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 reimbursement under this Article 9 shall be paid first out of the remaining funds in the Escrow Fund, and second, 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, directly by the Company Indemnifying Parties, subject to the limitations set forth in this Article 9. In the case of (1) any failure of any of the Specified Representations to be true and correct as set forth in Section 9.3(a) or (2) any claim for indemnification, compensation or reimbursement 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 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, 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 indemnify Buyer (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 against Losses covenants in this Agreement. (ai) unless and until Notwithstanding anything to the aggregate Losses 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 Buyer exceed $50,000any breach of or inaccuracy contained in this Agreement, and then only 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 such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that any Damages to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply such Damages were taken into account in the case calculation of, and reduced the value of (i) the Final Adjusted Transaction Value, including the calculation of the Uncapped Liabilities. Any breach Closing Debt Amount or the amount of any of Transaction Fees (including the covenants Closing Employee Payments) or (ii) the Closing Working Capital Amount. (k) The rights to indemnification, compensation or reimbursement set forth in this Agreement based on the representations, warranties, covenants, agreements contained in Section 14 will and obligations set forth herein shall not be subject to the Deductible affected by any investigation conducted by Parent or the CapCompany, nor will or any knowledge acquired (or capable of being acquired) at any time (whether before or after the Deductible Agreement Date or the Cap apply in the case of fraudClosing Date), or with respect to Excluded Liabilitiesthe accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement or obligation. (l) The parties acknowledge the applicability of the common law duty to mitigate Damages.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate StatusNo Indemnifying Party shall have any liability under Sections 9.2(a), (b) Section 4.3 (Authorizations and Binding Obligations9.2(b), (c9.3(a) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c9.3(a) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) other than with respect to Losses arising out resulting from breaches of any and all inaccurate the representations and warranties set forth in Section 4.18 the Excluded Representations) unless the aggregate amount of this Agreement with regard Losses incurred by the indemnified parties thereunder exceeds Four Hundred Thousand Dollars ($400,000) (the “Deductible”) and, in such event, the indemnifying party or parties shall only be required to any Plan(spay the amount of all such Losses in excess of the Deductible. In addition, all Losses (i) that an Acquiror Indemnified Party has the right to assert against the Shareholders and (ii) that a Shareholder Indemnified Party has the right to assert against the Acquiror and Acquiror Sub under Sections 9.2(a), which are collectively referred to as the "Uncapped Liabilities"9.2(b), 9.3(a) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"9.3(a), nor respectively (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or other than with respect to Excluded LiabilitiesRepresentations), may not, in either case, exceed Seven Million Dollars ($7,000,000) in the aggregate. Notwithstanding anything in this Article IX or elsewhere in this Agreement to the contrary, no Shareholder shall have liability under this Article IX in excess of the amount of Merger Consideration received by such Shareholder hereunder, and the Acquiror shall have no liability under this Article IX to any single Shareholder (or his, her or its Affiliates) in excess of the amount of the Merger Consideration received by such Shareholder. (b) For all purposes of this Article IX, Losses shall be net of any amounts actually recovered by the Claimant under any insurance policies in effect prior to or after the Closing in connection with the facts giving rise to the right of indemnification (net of any deductible amounts and any other costs or expenses incurred in connection therewith, including, without limitation, retrospective and prospective premium adjustments and experience-based premium adjustments directly attributable to a claim for which indemnification is provided under this Article IX). (c) The Shareholders shall have no right of contribution or other recourse against the Company or its employees, directors, Affiliates, agents, attorneys, representatives, assigns or successors for any Indemnifiable Claims asserted by the Acquiror, Acquiror Sub their respective officers, directors, employees, agents and Affiliates, and the Shareholders further acknowledge and agree that the covenants and agreements of the Company are solely for the benefit of such parties. (d) Any amount paid under this Article IX shall be treated as an adjustment to the Merger Consideration.

Limitations. With (a) Except with respect to any claim for breach or inaccuracy of the breach of any representation Fundamental Representations, the Tax Representations or warranty contained in Section 4 the IP Representations (except for representations and warranties concerning (a) collectively, the first, third and last sentences in Section 4.1 (Corporate Status“Fundamental Matters”), (bthe Buyer Indemnified Persons and Seller Indemnified Persons, each as a respective group, may not recover any Damages pursuant to an indemnification claim under Section 8.2(a)(i) and Section 4.3 (Authorizations and Binding Obligations8.2(a)(ii), (c) subsections (icollectively, or Section 8.2(b)(i) and (iii) in Section 4.4 (Absence of Conflict or Breach8.2(b)(ii), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property)collectively, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained hereincase may be, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the Buyer Indemnified Persons or Seller Indemnified Persons, as a respective group, shall have paid, incurred, suffered or sustained at least $400,000 in Damages in the aggregate Losses (the “Threshold Amount”). Once the aggregate amount of Damages (that are individually below the Threshold Amount) exceeds the Threshold Amount, the Buyer exceed $50,000Indemnified Persons or Seller Indemnified Persons, and then only each as a respective group, shall be entitled to recover the full amount of all such Damages, regardless of the Threshold Amount. No Buyer Indemnified Person or Seller Indemnified Person may recover any Damages (or assert any claim therefor) to the extent that the amount thereof is reflected in the amount of the Closing Adjustment, it being the intention of the Parties to avoid any “double recovery.” Notwithstanding the foregoing, solely with respect to any such excess (claims under Section 8.2(a)(i) and Section 8.2(a)(ii) that relate exclusively to the "Deductible")Company Subsidiary, nor the Threshold Amount shall be deemed to be $25,000 and the preceding sentences of this Section shall otherwise apply mutatis mutandis. (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Except with respect to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be Fundamental Matters and Fraud and subject to the Deductible or the CapTax Escrow Amount under Section 7.11(b), nor Seller’s indemnity obligations for Damages under Sections 8.2(a)(i) and 8.2(a)(ii) and Buyer’s indemnity obligations for Damages under Sections 8.2(b)(i) and 8.2(b)(ii), respectively, will the Deductible or the Cap apply be limited, in the case of fraudaggregate in each case, or to an amount equal to the Indemnity Escrow Amount (with the Buyer Shares in the Indemnity Escrow Amount being valued for such purposes based on the Final Price Per Share). (c) Seller’s indemnity obligations for Damages under Sections 8.2(a)(x) and 8.2(a)(xi), respectively, and with respect to Excluded Liabilitiesbreaches or inaccuracies of the IP Representations, will be limited, in the aggregate, to an amount equal to 50% of the Purchase Price actually paid by or on behalf Buyer to Seller or its designees. (d) Subject to Section 8.3(b) and Section 8.3(c), the maximum aggregate indemnity obligations for Damages under this Agreement of Seller on the one hand, and Buyer, on the other hand, shall not exceed the Purchase Price, except that Liability with respect to Fraud shall be unlimited. (e) Damages shall be calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums with respect to insurance policies). (f) For purposes of this Article VIII, when determining whether a representation or warranty is inaccurate or has been breached and the amount of Damages related thereto, any “material adverse effect” or other materiality qualifier contained in such representation or warranty will be disregarded (other than with respect to the use of the defined term “Material Contract”).

Limitations. With respect to any The party(ies) making a claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of indemnification under this Agreement with regard to any Plan(s), which Article 7 are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000“Indemnified Parties”, and then only the party(ies) against whom such claim is asserted under this Article 7 are referred to as the extent of such excess (the "Deductible"), nor (b) “Indemnifying Parties.” The indemnification provided for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not 7.2(a) and Section 7.2(b) shall be subject to the Deductible following limitations: (a) Notwithstanding anything in this Agreement to the contrary: (i) the maximum liability of the Indemnifying Parties to the Indemnified Parties under Section 7.2(a)(i) or the CapSection 7.2(b)(i), nor will the Deductible or the Cap apply in as the case may be, shall be equal to ten percent (10%) of fraudthe value of the Aggregate Initial Consideration (with such value to be determined by reference to the closing price per share of Purchaser Common Stock on the Primary Exchange on the Closing Date), plus the value of any Deferred Consideration that has been delivered by Purchaser as of the date on which Losses are finally determined to be payable, (with such value to be determined by reference to the closing price per share of Purchaser Common Stock on the Primary Exchange on the Closing Date) (the “General Representations Cap”); provided, however, that the limitation set forth in this Section 7.3(a)(i) shall not be applicable to claims for Fraud, intentional misrepresentation or willful breach or misconduct, or claims arising from inaccuracies in or breaches of the Fundamental Representations; (ii) the maximum liability of the Seller Indemnifying Parties to the Purchaser Indemnified Parties (A) under Section 7.2(a)(i) with respect to the Fundamental Representations, and (B) under Sections 7.2(a)(ii) through 7.2(a)(vi) (in each case, when such Losses are aggregated with all other Losses recovered by the Purchaser Indemnified Parties hereunder) shall not exceed the value of the Aggregate Initial Consideration (with such value to be determined by reference to the closing price per share of Purchaser Common Stock on the Primary Exchange on the Closing Date), plus the value of any Deferred Consideration that has been delivered by Purchaser as of the date on which Losses are finally determined to be payable, (with such value to be determined by reference to the closing price per share of Purchaser Common Stock on the Primary Exchange on the Closing Date) (the “Purchase Price Cap”); provided, however, that the limitation set forth in this Section 7.3(a)(i) shall not be applicable to claims for Fraud, intentional misrepresentation or willful breach or misconduct; and (iii) except with respect to claims for Fraud, intentional misrepresentation or willful breach or misconduct, the aggregate amount required to be paid by Purchaser to the Seller Indemnified Parties under Section 7.2(a)(ii) shall not exceed the Purchase Price Cap. (iv) the Seller Indemnifying Parties shall not be liable to the Purchaser Indemnified Parties under Section 7.2(a)(i) until the aggregate amount of Losses incurred by the Purchaser Indemnified Parties with respect to all claims of Purchaser Indemnified Parties made under Section 7.2(a)(i) exceeds an accumulated total of $750,000 (the “Threshold Amount”); in which case Purchaser Indemnified Parties shall have the right to recover all such Losses in excess of the Threshold Amount, subject to the other limitations herein. (b) Following the Closing, this Article 7 shall constitute the sole and exclusive remedy for recovery for Losses from the Indemnifying Parties by the Indemnified Parties for all matters indemnifiable by the Indemnifying Parties pursuant to Section 7.2. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained in this Section 7.3 or elsewhere in this Agreement shall limit or be construed to limit the rights of any Indemnified Party to make or with respect to, or otherwise waive or release, (i) any claims for specific performance or other equitable remedies, (ii) any claims relating to Excluded Liabilitiesany other agreements contemplated hereby, including, without limitation, any actual or alleged inaccuracy in or breach of any representation, warranty or covenant contained in any agreement, certificate or instrument delivered to Purchaser by the Sellers pursuant to this Agreement, or (iii) any claims relating to Fraud, intentional misrepresentation or willful breach or misconduct.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) VZW shall not be liable for any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the first, third and last sentences in Section 4.1 aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds $10,000,000 (Corporate Statusthe “Deductible”), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence which case VZW shall only be liable to the T-Mobile Indemnified Parties for Losses in excess of Conflict the Deductible; provided however that the Deductible shall not be applicable with respect to inaccuracies in or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out breaches of any and all inaccurate the representations and warranties set forth in Sections 3.6(a) and 3.6(g). In no event shall VZW’s aggregate liability under Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities"8.2(a)(i) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor 2.365 billion. (b) The T-Mobile Parties shall not be liable for an any inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds the amount of the Deductible, in ---------- which case the T-Mobile Parties shall only be liable to the VZW Indemnified Parties for Losses in excess of the Deductible. In no event shall the T-Mobile Parties’ aggregate liability under Section 8.2(a)(i) exceed $2,200,000 0.5 billion. (the "Cap"). Buyer's indemnification remedy first c) Notwithstanding any other provisions of this Agreement, in no event shall --- any Party be satisfied out liable for any Losses that are consequential, exemplary or punitive, or otherwise not constituting actual direct Losses, regardless of the Escrow Amount; theory of recovery, provided that this Section 8.3(c) shall not apply to (i) any intentional or willful misrepresentations or any breaches of covenants or agreements by any Party, or (ii) any damages that are payable to third parties pursuant to a final, non-appealable order. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses, and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses. (e) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnified Party, the Indemnifying Party shall be subrogated to, and the Indemnified Party shall assign to the extent Indemnifying Party, such of the Escrow Amount is insufficient Indemnified Party’s rights to satisfy proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek recovery from the Potential Contributor of the amount of such payment. (f) VZW acknowledges and agrees that the VZW Licenses are unique and that, prior to Closing, remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its obligations under this Agreement. Accordingly, VZW agrees that in the event of any remaining indemnification liabilitysuch breach, Buyer the T-Mobile Parties shall then be entitled to proceed directly against Seller. The Deductiblea decree of specific performance pursuant to which VZW is ordered to affirmatively carry out its pre-Closing and Closing obligations under this Agreement, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by the CapT-Mobile Parties, nor will and the Deductible T-Mobile Parties expressly reserve any and all rights and remedies available to them at law or the Cap apply in equity in the case event of fraud, any breach or with respect to Excluded Liabilitiesdefault by VZW under this Agreement.

Limitations. With (a) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 7.2(a) unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a) exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a) under this Article VII shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a) for breach of covenant, Section 7.2(b), for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.11; provided, however, the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations or Section 7.2(b) shall not exceed the Purchase Price. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided, however, this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), has occurred. (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach)NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NEITHER ENVIVA HOLDINGS, TRANSFEROR, NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL, REMOTE, OR 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. (d) Transferor shall not be liable for indemnification under Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage7.2(a), and (g) Losses arising out of the Transferee Indemnitees shall have no right to recover any and all inaccurate representations and warranties set forth in Damages under Section 4.18 of this Agreement with regard to any Plan(s7.2(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (Transferee or its subsidiaries have been compensated for the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that Damages claim pursuant to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained Purchase Price adjustment in Section 14 will not be subject to 2.5, the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraudMake-Whole Agreement, or with respect to Excluded Liabilitiesotherwise.

Limitations. With (a) 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) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief, if the breach Closing occurs, this Article XI ---------- shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in Section 4 (except for representations and warranties concerning (athis Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), sale of the Shares contemplated hereby. (c) subsections Seller shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) or Section 11.2(a) to the extent --------------- --------------- that (i) the matter in question was taken into account during the preparation and resolution of the Measurement Date Balance Sheet and Measurement Date Net Assets and (iiiii) in Buyer has been expressly compensated for any related Loss or Expense through a decrease to the amount paid to Seller under Section 4.4 (Absence of Conflict or Breach3.3(i)(A), (d) or an increase in the amount paid ----------------- to Buyer under Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property3.3(ii)(A), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out on account of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply a change in the case of balance sheet ------------------ amount relating to such matter between the Uncapped Liabilities. Any breach of any of Financial Statement Date and the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded LiabilitiesMeasurement Date.

Limitations. With (a) Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be 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 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 the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the 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 Indemnity Threshold; (b) provided, however, that the foregoing provisions of Section 6.3(a) shall not apply with respect to any claim for the act of fraud or any breach of any representation or warranty contained inaccuracy in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(sSections 3.1, 3.2(a), which are collectively referred to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess 3.13 (the "Deductible"“Specified Representations”), nor . (bc) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply Other than in the case of any act of fraud (in which case the Uncapped Liabilities. Any breach Buyer Indemnified Parties’ and the Seller Indemnified Parties’ rights shall not be limited by anything set forth in this Article VI 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 covenants 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 agreements contained 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 14 will 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 Deductible or Indemnifying Party thereafter. For purposes of this Section 6.3(e), a “Tax Benefit” means an amount by which the CapTax liability of the Indemnified Party actually is reduced by a deduction, nor will the Deductible or the Cap apply in the case reduction of fraudincome, or with respect a refund or credit, in other words the difference between (A) the aggregate amount of Taxes that the Indemnified Party would have been required to Excluded Liabilitiespay for the relevant Tax year if such Loss had not been incurred and (B) the aggregate amount of Taxes that the Indemnified Party is actually required to pay for the relevant Tax year taking such Loss into account. (f) Notwithstanding anything in this Agreement to the contrary, neither Buyer nor any Seller shall be liable for any special, indirect, punitive, exemplary or consequential damages, any lost profits, lost business opportunity, diminution in value or similar theory, except to the extent actually awarded in a Third Party Claim.

Limitations. With respect (a) The Sellers and Stockholders shall be obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) arising out of, resulting from or otherwise relating to any of the events described in clause (i) of Section 13.1 only to the extent that the aggregate amount of such Losses exceeds One Million Dollars ($1,000,000). The Purchasers and JAKKS shall be obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) arising out of, resulting from or otherwise relating to any of the events described in clause (i) of Section 13.2 only to the extent that the aggregate amount of such Losses exceeds One Million Dollars ($1,000,000). (b) In no event shall the aggregate indemnification liability of Sellers and Stockholders pursuant to Section 13.1 exceed Twenty-Five Million Dollars ($25,000,000); provided, however, that such limitation shall not apply to (i) any inaccuracy, misrepresentation or breach of any representation or warranty contained in Section 4 (except for their respective representations and warranties concerning (ain Sections 3.2 and 4.1(b) the first, third and last sentences in Section 4.1 (Corporate Status)of this Agreement, (bii) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and any obligation to indemnify for Losses resulting from intentional misrepresentation or fraud or (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of, resulting from or otherwise relating to the Excluded Assets or Excluded Liabilities. In no event shall the aggregate indemnification liability of the Purchasers and JAKKS pursuant to Section 13.2 exceed Twenty-Five Million Dollars ($25,000,000); provided, however, that such limitation shall not apply to (i) any and all inaccurate inaccuracy, misrepresentation or breach of their respective representations and warranties set forth in Section 4.18 5.1 of this Agreement with regard to any Plan(s)Agreement, which are collectively referred to as the "Uncapped Liabilities"(ii) or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer for Losses resulting from and against intentional misrepresentation or fraud or (iii) Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000arising out of, and then only resulting from or otherwise relating to the extent Assumed Obligations. (c) The amount of such excess any Losses for which indemnification is provided under this Agreement (whether pursuant to this Article 13 or otherwise) shall be limited to the "Deductible"), nor (b) for an aggregate net after-tax effect of actual damages and shall be reduced by the amount in ---------- excess of $2,200,000 (any insurance proceeds received by the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out Indemnified Party pursuant to any insurance policy as a result of the Escrow Amount; provided that Losses giving rise to such indemnification payment. Notwithstanding anything herein to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liabilitycontrary, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case absence of intentional misrepresentation or fraud no party shall be held liable for consequential, special or punitive damages. In no event shall any Loss include any item arising from a liability included in the Uncapped Liabilities. Any calculation of Closing Net Working Capital in accordance with Section 2.4 hereof. (d) In the event of any breach of any representation, warranty, covenant or agreement contained in this Agreement, the schedules and exhibits hereto or in the Related Documents, other than the right to bring an action for intentional misrepresentation or fraud, the sole and exclusive right and remedy of the covenants parties hereto for money damages shall be a claim for indemnification (i) pursuant to this Article 13 and/or (ii) as provided by the specific covenant or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to Excluded Liabilitiesagreement at issue.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Subject to the first, third and last sentences in provisions of Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections 6.3(b): (i) and (iii) No indemnification shall be payable by a Seller Indemnifying Person with respect to Losses arising from a Seller Event of Indemnification described in Section 4.4 6.2(a)(i) until the cumulative amount of all such Losses exceeds $500,000 (Absence of Conflict or Breachthe “Deductible”), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property)whereupon the Seller Indemnifying Persons shall be liable for Losses in excess of such amount, (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties subject to the limitations set forth in Section 4.18 6.3(a)(ii), provided, however, that in determining whether the Deductible has been obtained, only individual Losses in excess of $50,000 shall be considered, provided, further, however, that the foregoing shall not apply with respect to any Losses resulting from any breach or inaccuracy of any of Sections, 3.2, 3.5, 3.6(a), 3.14(b) and 3.15 (the “Seller Fundamental Representations”), such that the Buyer Indemnified Persons shall be entitled to recover the full amount of such Losses, subject to the limitations set forth in Section 6.3(a)(ii). (ii) The maximum aggregate liability of all Seller Indemnifying Persons pursuant to this Article VI with respect to Losses resulting from all Seller Events of Indemnification described in Section 6.2(a)(i) shall be an amount equal to $1,800,000 to (the “Cap”), provided, however, that the foregoing shall not apply to Losses resulting from a breach or inaccuracy of the Seller Fundamental Representations, provided that in no event shall the Seller Indemnified Persons liability under this Agreement exceed the Purchase Price. (iii) The maximum aggregate liability of the Buyer Indemnifying Persons pursuant to this Article VI with respect to Losses resulting from all Buyer Events of Indemnification shall not exceed the Purchase Price. (b) Notwithstanding any provision of this Agreement with regard to the contrary, the provisions of Section 6.2(a) shall not apply to Losses arising from fraud. (c) The parties agree that any Plan(s)payment pursuant to an indemnification obligation under this Article VII shall be treated for federal income tax purposes as an adjustment to the Purchase Price. (d) In calculating amounts payable to an Indemnified Person, which are collectively referred to as the "Uncapped Liabilities") or any claim for amount of the breach indemnified Losses shall not be duplicative of any other Loss for which an indemnification claim has been made and shall be computed net of (i) payments recoverable by the representation or warranty on behalf of Seller contained herein, Seller shall not have Indemnified Person under any obligation to indemnify Buyer from and against Losses (a) unless and until the aggregate Losses of Buyer exceed $50,000, and then only to the extent of such excess (the "Deductible"), nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the "Cap"). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 will not be subject to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraud, or insurance policy with respect to Excluded Liabilitiessuch Losses and (ii) any prior or subsequent recovery by the Indemnified Person from any person with respect to such Losses.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties Except as set forth in Section 4.18 of this Agreement with regard to any Plan(sparagraph (c), which are collectively referred in no event shall Seller be liable for any Damages pursuant to as the "Uncapped Liabilities") or any claim for the breach of any other of the representation or warranty on behalf of Seller contained herein, Seller shall not have any obligation to indemnify Buyer from and against Losses (aSection 11.2(a) unless and until the aggregate Losses amount of Buyer exceed all such Damages exceeds $50,000, in which case the Seller shall be liable for all such Damages (from the “first dollar” and then not only to the extent in excess of such excess (the "Deductible"$50,000), nor subject to paragraph (b). (b) for an aggregate amount Notwithstanding Section 11.2(a), except as set forth in ---------- excess of $2,200,000 paragraph (the "Cap"c). Buyer's indemnification remedy first shall --- be satisfied out of the Escrow Amount; provided that to the extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to proceed directly against Seller. The Deductible, but not the Cap, shall apply in the case of the Uncapped Liabilities. Any breach of any of the covenants or agreements contained in Section 14 Seller will not be subject required to indemnify Buyer for Damages pursuant to Section 11.2(a) that exceed a maximum aggregate liability of $1,000,000. (c) The limitations contained in paragraphs (a) and (b) shall not apply to (i) product liability claims arising specifically out of use of units of Product sold by Seller prior to the Deductible or the Cap, nor will the Deductible or the Cap apply in the case of fraudClosing Date, or with respect to (ii) the Excluded Liabilities. (d) The amount of any Damages under Section 11.2(a) or Section 11.2(b), as the case may be, shall be reduced by the net amount of any insurance proceeds paid to the Indemnified Party relating to such claim, after upward adjustment for any insurance proceeds repayment obligations owed as a result of receipt of such indemnification. (e) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES; PROVIDED, HOWEVER, THIS EXCLUSION IS NOT INTENDED TO, NOR SHALL, EXCLUDE ACTUAL OR COMPENSATORY DAMAGES OF THE AFFECTED PARTY NOR APPLY TO THIRD PARTY CLAIMS.