Common use of Limitations Clause in Contracts

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall not be liable under Section 7.02(a)(i) with respect to have any breach ofliability for, or inaccuracy inLosses be deemed to include, any Transferor Limited Representation until special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of whether the aggregate amount of all such Losses exceeds an amount equal other Party shall be advised, shall have reason to 2.0% know, or in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any such Seller Indemnified Party or the indemnified Purchaser Indemnified Party in connection with such recovery, including investigation this Agreement any of the underlying claim and other Transaction Documents or any of collection (such amountthe transactions contemplated hereby or thereby, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent of any such prior indemnificationdamages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The Parties acknowledge and agree that (a) each Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, such Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be entitled to be indemnified by deemed special, punitive or otherwise recover exemplary damages, or lost profits for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under purpose of this ARTICLE VIIAgreement.

Limitations. The Defending Party's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be subject to the following limitations: (a) Transferor No indemnification under Sections 13.01(a) or 13.02(a) for any Losses shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation be made by the Defending Party until the aggregate amount of all such the Asserting Party's Losses exceeds an amount equal to 2.0% two percent (2%) of the Consideration, in which event Transferor shall be liable for all such Losses from Purchase Price (the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary ObligorBASKET"), the indemnified Party and then indemnification shall use commercially reasonable efforts only be required to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Defending Party to the extent of such prior indemnification. Notwithstanding Losses that exceed 50% of the foregoingBasket, Transferor provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (b) The aggregate liability of the Defending Party under Section 13.01(a) or 13.02(a), as applicable, shall not exceed (i) thirty percent (30%) of the Purchase Price for the first twelve months after the Closing Date, and (ii) twenty percent (20%) of the Purchase Price thereafter, provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (c) The indemnification obligation of a Defending Party shall be entitled reduced to the extent of any available insurance proceeds payable to the Asserting Party, net of any increased insurance premiums becoming payable by the Asserting Party to the extent such increase is a direct result of such insurance proceeds becoming available. The Defending Party shall pay its indemnification obligations as and when required by this Article XIII and the Asserting Party shall refund to the Defending Party any such amounts determined to be indemnified by or otherwise recover in excess of the Defending Party's obligations due to reductions pursuant to this Section 13.05(c). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from any Transferred Company of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or Hoshi if such amount would otherwise. (d) Notwithstanding anything to the contrary set forth in this Agreement, Section 13.05(a) through (c) shall not apply to Purchaser's obligation to pay to ACC Tennessee the Purchase Price in accordance with Article V. (e) From and after the Closing Date, the indemnification rights contained in this Article XIII shall constitute Losses for which Transferor is otherwise liable for indemnification the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under this ARTICLE VIILaw.

Limitations. (a) Transferor No Party shall not have any liability in connection with a Surviving Agreement Default unless the Party or Parties claiming against such Party shall have delivered to such first-mentioned Party a Notice of Claim respecting such Surviving Agreement Default. A claim for Losses made under this Agreement for which a Notice of Claim has been given shall be liable subject to limitations of action laws as provided for in Section 3.3. (b) Losses for which any Party is entitled to claim for under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until this Agreement shall be reduced by the aggregate amount of all such Losses exceeds an amount equal to 2.0% that are actually reimbursed by insurance proceeds, net of the Consideration, in which event Transferor shall be liable for all any co-payments and increased premiums resulting from such Losses from the first dollarLosses; provided, however, that the aggregate amount possibility of all Losses for which Transferor receipt of any such insurance proceeds shall not delay or reduce any Party’s obligations to pay in full such Party’s liability and indemnity obligations under this Agreement when due (subject to appropriate reimbursement to such Party if and when applicable insurance proceeds are actually received as above contemplated). (c) No claims may be liable under Section 7.02(a)(i) made by any Party with respect to any breach ofLosses unless the aggregate of any and all Losses which a Party would be required to indemnify the Party seeking such indemnification (without reference to this section) exceeds $50,000. If the aggregate of all such Losses exceeds such $50,000 threshold, or inaccuracy inthe Party seeking indemnification shall be entitled to claim and recover compensation for all such Losses, any Transferor Limited Representation shall not exceed an including the amount equal to 10.0% of such $50,000 threshold, from the Considerationother Party. (bd) If Notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or the Transaction Documents, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate HCo in respect of TOB Losses, other than Claims related to the disclosure related to HCo contained in the Offer Documents. (e) Other than as a result of fraud or wilful misrepresentation, notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or in the Transaction Documents (with the exception of Section 2.1 hereof), New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate the Indemnitees in respect of any Loss sustained by an indemnified Party reduction of the Tax Pools or any inability of the Indemnitees to utilize all or any portion of the Tax Pools to reduce any of Indemnitees’ respective liability under the ITA or any comparable legislation of a Canadian province or territory, including, without limitation, in the event that such inability is covered by an insurance policydue to any change in, proposed change in, or an indemnificationeffect of applicable Law, contribution including on a retroactive basis. (f) Notwithstanding anything to the contrary implied or similar contained elsewhere in this Agreement, including Section 2.1, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate any of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover Indemnitees in excess of the Loss from the Primary Obligor; provided, however, that sum of (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activitiesInitial Liability, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts Additional Amount, and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure Post Closing Amount, in respect of any Primary Obligor to have paid the indemnified Party for such Loss. The amount breach (including any failure or inaccuracy) of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by of the amounts actually recovered by an indemnified Party from a Primary Obligorrepresentations and warranties or covenants of HCo and/or New Hydrogenics contained in the Support Agreement, net of premium increasesincluding without limitation in section 3.2(i) therein, deductibles and other costs reasonably incurred by the indemnified Party related to, or in connection with such recoverywith, including investigation the Tax Pools or any ability of the underlying claim and Indemnitees to utilize all or any portion of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIITax Pools.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach ofEXCEPT FOR CLAIMS OF PATENT INFRINGEMENT, or inaccuracy inBREACHES OF ARTICLE 11 OR 12, THE INDEMNIFICATION PROVIDED ABOVE, OR AS MAY BE EXPLICITLY PROVIDED IN THE MUDELTA LICENSE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF THE OTHER PARTY, WHETHER BASED UPON CONTRACT, NEGLIGENCE, OR ANOTHER THEORY OF LAW. Furthermore, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Party seeking indemnification under this Article 13 shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from inform the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation writing of the underlying relevant claim and in writing as soon as reasonably practicable after it receives notice of collection (such amountthe claim, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to select defense counsel, which counsel shall be reasonably satisfactory to the indemnified Party, and the right to settle the claim, provided such settlement does not admit fault or wrongdoing on the part of any indemnitee, incur non-indemnified liability on the part of any indemnitee, adversely affect any of the intellectual property rights subject to this Agreement or the MUDELTA License, or otherwise adversely affect either Party’s ability to perform its obligations under this Agreement or Develop or Commercialize Licensed Products under the MUDELTA License), and shall cooperate as reasonably requested by the indemnifying Party (at the expense of the indemnifying Party) in the defense of the claim. The failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of any obligation or liability that it may have to the indemnitee except to the extent that the indemnifying Party demonstrates that its ability to defend or resolve such Third Party claim is adversely affected thereby. No indemnitee shall enter into any settlement of such any claim subject to indemnification under this Article 13 without the prior indemnification. Notwithstanding written consent of the foregoingindemnifying Party with respect thereto, Transferor which shall not be entitled to be indemnified by unreasonably withheld, delayed or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIconditioned.

Limitations. The powers and duties of the Trustee are subject to the following terms and conditions: (a) Transferor The Grantor acknowledges and agrees that the Trustee (i) shall be obligated only for the performance of such duties that are specifically assumed by the Trustee pursuant to this Agreement; (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Trustee in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the validity or service thereof; (iii) may assume that any person believed by the Trustee in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (iv) shall not be liable under Section 7.02(a)(iany duty to give the Trust Corpus held by the Trustee any greater degree of care than the Trustee gives its own similar property; and (v) may consult counsel satisfactory to the Trustee, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in accordance with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount opinion of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationcounsel. (b) If The Grantor acknowledges that the Trustee is acting solely as Trustee at their request and that the Trustee shall not be liable for any Loss sustained action taken by an indemnified Party is covered Trustee in good faith and believed by an insurance policy, the Trustee to be authorized or an indemnification, contribution within the rights or similar obligation of another Person (a "Primary Obligor"), powers conferred upon the indemnified Party shall use commercially reasonable efforts Trustee by this Agreement. The Grantor agrees to recover indemnify and hold harmless the Loss from the Primary Obligor; provided, however, that (i) such efforts Trustee and any of the indemnified Party Trustees partners, employees, agents and representatives for any action taken or omitted to be taken by the Trustee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Trustee's part committed in its capacity as trustee under this Agreement. The Trustee shall not require litigation or other extraordinary activities, (ii) own a duty only to the indemnified Party may attempt to recover from the indemnifying Party Grantor and Beneficiaries under this Agreement before or simultaneously with such efforts and to no other person. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due The Grantor agrees to reimburse the Trustee for outside counsel fees, to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles extent authorized hereunder and other costs reasonably incurred by the indemnified Party in connection with the performance of its duties and responsibilities hereunder. (d) The Trustee may at any time resign as Trustee hereunder by giving five (5) days prior written notice of resignation to the Grantor. Prior to the effective date of resignation as specified in such recoverynotice, including investigation the Trustee will deliver the Stock Certificates to the Grantor. (e) This Agreement sets forth exclusively the duties of the underlying claim Trustee with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (f) The provisions of collection (such amount, a "Net Recovery")this 4.2. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, shall survive the indemnified Party shall refund resignation of the Net Recovery to Trustee or the indemnifying Party to the extent termination of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. (a) Transferor shall not Notwithstanding any other provision in this Article IX, Parent will be liable under Section 7.02(a)(i) with respect entitled to any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification pursuant to this Article IX only to the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, extent that the aggregate amount of all Losses for Indemnifiable Amounts (which Transferor shall be liable under Section 7.02(a)(idetermined for all purposes of this Article IX disregarding any qualification in any representation or warranty as to "materially" or "material" or "material adverse effect") with respect exceed Five Hundred Thousand Dollars ($500,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to any breach ofwhich Parent is entitled to be indemnified exceeds the Threshold Amount, or inaccuracy in, any Transferor Limited Representation Parent shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for up to the full Indemnifiable Amounts including the Threshold Amount. For purposes of indemnification under this ARTICLE VIIAgreement, each Parent Merger Share shall at all times be valued at the Parent Average Closing Price. The aggregate amount to which Parent will be entitled to be indemnified pursuant to this Article IX will not exceed a dollar amount equal to the value of the aggregate number of Escrow Shares held in escrow pursuant to the terms of the Escrow Agreement valued at the Parent Average Closing Price per share , and the liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Escrow Shares deposited in escrow by such stockholder relative to the aggregate number of Escrow Shares and the aggregate liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such stockholder; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'▇.▇▇▇ or its Subsidiaries, or for any stockholder of INT'▇.▇▇▇ for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such stockholder.

Limitations. The Company’s obligations under this Article VI are subject to the following limitations: (a) Transferor shall not The amount of an Indemnified Person’s indemnifiable Damages will be liable under Section 7.02(a)(ioffset by the amount of (x) any insurance proceeds actually recovered by such Indemnified Person from insurers and (y) any indemnity, contribution or other similar payments received by such Indemnified Person from Third-Parties (other than Affiliated Institutions) with respect to such Damages. (i) If an Indemnified Person receives mitigating insurance proceeds, recoveries from Third-Parties (other than Affiliated Institutions) for any breach ofindemnifiable Damages after an indemnification payment is made in respect of such Damages, or inaccuracy in, any Transferor Limited Representation until then the aggregate Indemnified Person will promptly pay to the Company the amount of all such Losses exceeds an amount equal insurance proceeds and third-party recoveries when and to 2.0% the extent actually received. An Indemnified Person need not remit to the Company any offsetting payment under this Section 6.4(a)(i) in excess of the Considerationamount previously paid by the Company to such Indemnified Person in respect of the underlying indemnifiable Damages. (ii) This Section 6.4(a) notwithstanding, an Indemnified Person may submit and pursue indemnity claims in which event Transferor shall accordance with this Article VI, and the Company will be liable for all such Losses obligated to indemnify the Indemnified Person, before the Indemnified Person has pursued any available recovery from the first dollar; providedinsurers and Third-Parties. (iii) The Company will, howeverand will cause its Subsidiaries to, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iuse commercially reasonable efforts to pursue available recoveries from insurers or Third-Parties (other than Affiliated Institutions) with respect pursuant to any breach ofcontractual rights to indemnification, reimbursement, offset or inaccuracy in, recovery against such Third-Parties in respect of any Transferor Limited Representation shall not exceed an amount equal indemnifiable Damages. Subject and secondary to 10.0% the preceding obligation of the ConsiderationCompany, an Indemnified Person seeking indemnity under this Article VI will use commercially reasonable efforts to timely pursue available recoveries from insurers or Third- Parties (other than Affiliated Institutions) pursuant to any contractual rights to indemnification, reimbursement, offset or recovery against such Third-Parties in respect of any indemnifiable Damages. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another An Indemnified Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall will not be entitled to recover or make a claim for any amounts in respect of special or punitive damages, other than such damages as the Indemnified Person may be indemnified by required to pay to Third-Parties as a result of the facts and circumstances underlying such indemnification claim. (c) Nothing in this Agreement may be construed to require or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for permit indemnification of an Indemnified Person to the extent not permitted under this ARTICLE VIIapplicable Law.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with the breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein until the aggregate amount for which such Indemnified Party is entitled to indemnification with respect to all such Claims for indemnification in the aggregate exceeds One Million Dollars ($1,000,000) (the "Threshold"), at which time such party shall be liable for any such excess. In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article IX, only actual losses shall be considered. The Threshold shall not be liable under Section 7.02(a)(iapply (i) with respect to Buyer's claims hereunder, as to any Claims related to (A) the Excluded Assets, (B) the Retained Liabilities or (C) any breach of, or inaccuracy in, of any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal representation or warranty relating to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iSections 2.07 (Inventory) and 2.12 (Accounts Receivable) and (ii) with respect to Seller's claims hereunder, as to any breach of, or inaccuracy in, any Transferor Limited Representation Claims related to the payment of all amounts due to Seller pursuant to Sections 1.05 (Payment of Purchase Price) and 1.05 (Post-Closing Adjustment). The Threshold shall not exceed apply as to any Claims arising from fraud committed by the Indemnifying Party against the Indemnified Party with respect to the transactions contemplated under this Agreement. The parties hereto waive as against each other any claim to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third person against an amount equal Indemnified Party in circumstances in which such Indemnified Party is entitled to 10.0% of the Considerationindemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be payable to such Indemnified Party hereunder. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary contained in this Article IX, the indemnified Party amount for which Buyer shall use commercially reasonable efforts to recover be entitled to, and Seller liable for, indemnification hereunder shall not exceed the Loss from the Primary Obligor; provided, however, that following: (i) such efforts the aggregate amount recoverable from Seller for indemnification claims arising from the representations and warranties of the indemnified Party Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall not require litigation or other extraordinary activities, exceed the excess of $25,000,000 over the Downward Adjustment Amount and (ii) the indemnified Party may attempt to recover aggregate amount recoverable from Seller for indemnification claims arising from the indemnifying Party under this Agreement before breach of any covenant by Seller or simultaneously the representations and warranties of Seller with such efforts respect to Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (iiiSoftware) no indemnification or recovery under this Agreement shall not exceed $5,000,000. Indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall be delayed or withheld due to satisfied first from the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorAccounts Receivable/Inventory Holdback Amount and, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent the Accounts Receivable/Inventory Holdback Amount is insufficient to cover any such claims (subject to the maximum allowable amounts set forth in the preceding sentence), Seller agrees to satisfy any such claims. Indemnification claims arising from the representations and warranties of such prior indemnificationSeller with respect to Sections 2.03 (Assumed Contracts) and 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall be satisfied solely from the Escrow Amount. Seller and Buyer agree that under no circumstances shall the Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of any indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable). Notwithstanding the foregoing, Transferor if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment. (c) The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall terminate on the later of (i) ninety (90) days following the Closing or (ii) fifteen (15) days following the resolution of any dispute relating to the Audit. The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall terminate 6 months after the Closing Date. Notwithstanding the foregoing, the respective indemnification obligations of the parties hereunder shall not be entitled expire with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi Claim brought within such specified time periods until the indemnification obligation, if any, with respect to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClaim shall have been finally determined and paid.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article X, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified 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) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES, ARISING UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including, but not limited to, specific performance), if the indemnified Party Closing occurs, this Article X shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 10.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIa claim based on fraud.

Limitations. (a) Transferor Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall not be liable under Section 7.02(a)(i) with respect to have any breach ofliability for, or inaccuracy inLosses be deemed to include, any Transferor Limited Representation until special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of whether the aggregate amount of all such Losses exceeds an amount equal other Party shall be advised, shall have reason to 2.0% know, or in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any such Seller Indemnified Party or the indemnified Purchaser Indemnified Party in connection with such recovery, including investigation this Agreement any of the underlying claim and other Transaction Documents or any of collection (such amountthe transactions contemplated hereby or thereby, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent of any such prior indemnificationdamages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Article VII will not exceed [***]. The Parties acknowledge and agree that (a) the Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be entitled to be indemnified by deemed special, punitive or otherwise recover exemplary damages, or lost profits for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under purpose of this ARTICLE VIIAgreement.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified 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) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the indemnified Party Closing occurs, this Article XI shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 11.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIa claim based on fraud.

Limitations. (a) Transferor shall not be liable The indemnification provided in Section 10.2 is subject to the following limitations: (i) No demand for indemnification under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until 10.2 shall be made after the aggregate amount of all such Losses exceeds an amount equal to 2.0% expiration of the Consideration, applicable survival period set forth in Section 10.1 for the representation or warranty or covenant to which event Transferor shall be liable for all such Losses from the first dollardemand relates; provided, however, that demands for indemnification made prior to the expiration of such applicable survival period shall survive until such claim for indemnification is finally adjudicated and resolved. (ii) Seller Parties shall not have any obligation to indemnify the Buyer Indemnitees in respect of any Losses for which indemnification is claimed under Section 10.2(a) (other than with respect to Fundamental Representations and Specified Representations) unless and until the aggregate amount of such Losses exceeds $25,000 (the “Deductible”), at which point Seller Parties will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Deductible. (iii) The cumulative liability of Seller Parties for all Losses for which Transferor shall be liable indemnification is claimed under Section 7.02(a)(i10.2(a) (other than with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Fundamental Representations and Specified Representations) hereunder shall not exceed an amount equal to 10.0% of the ConsiderationPurchase Price. (biv) If The amount of Losses that any Loss sustained Buyer Indemnitee shall be entitled to recover shall be calculated net of any Tax benefits actually realized or realizable by an indemnified Party is covered by an insurance policythe Buyer Indemnitee on account of such Losses, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), and the indemnified Party Buyer Indemnitees shall use commercially reasonable efforts to recover actually realize all available Tax benefits. If any Buyer Indemnitee receives a Tax benefit not deemed realizable at the time the related Loss from was indemnified by Seller Parties, the Primary Obligor; provided, however, that applicable Buyer Indemnitee shall promptly pay to the Seller the amount of such Tax benefit at such time or times as (iand to the extent that) such Tax benefit is actually realized by such Buyer Indemnitee. (v) The amount of Losses that any Buyer Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually recovered or recoverable by the Buyer Indemnitee from any third party with respect to such Losses. Prior to pursuing a claim in respect of any Losses hereunder (other than submitting a claim notice in accordance with Section 10.5(a)), the Buyer Indemnitees shall use commercially reasonable efforts to seek full recovery under all insurance policies and Contracts covering any Loss to the same extent as they would if such Loss was not subject to indemnification hereunder. In the event that any insurance or other recovery is made by any Buyer Indemnitee with respect to any Loss for which such Buyer Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the indemnified Party shall not require litigation insurance or other extraordinary activities, recovery shall be made promptly by such Buyer Indemnitee to the Seller Parties. (iib) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery Any indemnity payment made under this Agreement shall be delayed or withheld due treated by the Parties for Tax purposes as an adjustment to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIPurchase Price.

Limitations. Notwithstanding anything herein to the contrary, but subject to the remainder of this Section 8.7 and each Party’s right to exercise any remedies available to it in the event of a CVT Event of Default (aas to TPG-Axon) Transferor or a TPG-Axon Event of Default (as to CVT) at law or in equity for such event, including all rights and remedies, as to TPG-Axon, of a secured party under the Code, in no event shall not any Party or any Indemnitee of such Party be liable under Section 7.02(a)(i) for any indirect, incidental, special or consequential, punitive or exemplary damages, including loss of profits, whether in contract or tort, regardless of whether the other Party shall be advised, shall have [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to any breach ofthe omitted portions. reason to know, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified such other Party or any Indemnified Party in connection with such recoverythis Agreement, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent any such Damages are actually paid to a Third Person in connection with Section 8.4(a) of such prior indemnificationthis Agreement. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 8.7 shall not apply to a Party’s claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation or intentional wrongful acts. In addition, the Parties acknowledge and agree that (a) TPG-Axon’s Damages, if any, for any indemnifiable events under this Agreement or in the event of any CVT Event of Default will typically include Damages for Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights but did not receive timely or at all due to such indemnifiable event or CVT Event of Default and (b) TPG-Axon shall be entitled to make indemnification claims for all such missing or delayed Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights as Damages hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this Article 8), and such missing or delayed Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights shall not be deemed indirect, incidental, special or consequential, punitive or exemplary damages, or lost profits, for any purpose of this Agreement. Additionally, notwithstanding the foregoing, in the event of any Breach or failure in performance of any covenant or agreement contained in this Agreement, the non-Breaching Party shall be entitled to be indemnified seek specific performance, injunctive or other equitable relief as set forth in Section 9.3 of this Agreement. For the avoidance of doubt, neither Party shall have any right to terminate this Agreement or any other Transaction Document as a result of any Breach by the other Party hereof or otherwise recover any amount from any Transferred Company or Hoshi thereof (except as set forth in Section 7.4), but instead shall have (x) in the case of TPG-Axon if such amount would constitute Losses Breach constitutes a CVT Event of Default, the right to exercise any remedies available to it in the event of a CVT Event of Default at law or in equity for which Transferor is such event, including all rights and remedies of a secured party under the Code, (y) in the case of CVT if such Breach constitutes a TPG-Axon Event of Default, the right to exercise any remedies available to it in the event of a TPG-Axon Event of Default at law or in equity for such event, and (z) otherwise liable for in the case of TPG-Axon and CVT the right to seek indemnification under this ARTICLE VIIArticle 8 and such specific performance.

Limitations. (a) Transferor For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds actually paid to Buyer, Company or the Company Subsidiary in respect of the Losses (net of any deductible amounts). (b) In calculating any Losses there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnified Party or any Affiliate thereof from any third Person with respect thereto, (ii) any Tax benefit or refund actually received by the applicable Indemnified Party or any Affiliate thereof as a result of such Losses in the Tax year any such Loss is suffered, which Tax benefit shall be calculated based on the actual reduction in the Tax liability of the Indemnified Party or any Affiliate thereof as shown on its Tax returns as filed for that Tax year, and (iii) the fair market value of any asset, right or other benefit of the Company or the Company Subsidiary which is discovered after the Closing Date to the extent that such asset or right was not be liable under Section 7.02(a)(i) reflected on the Most Recent Financial Statements. Any such amounts or benefits received by an Indemnified Party or any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; 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 Indemnitor to the Indemnified Party with respect to such claim. (c) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Article 10 shall be the sole and exclusive remedy for breach of, or inaccuracy in, any Transferor Limited Representation until representation, warranty, covenant or agreement contained herein or in the aggregate amount of all such Losses exceeds an amount equal officer’s certificate referred to 2.0% in Section 8.1, or otherwise in respect of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtransactions contemplated hereby. (bd) If No party shall have any Loss sustained by an indemnified Party is covered by an insurance policyliability for any special, exemplary, punitive or an indemnification, contribution consequential damages (including loss of profit or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (irevenue) such efforts of the indemnified Party shall not require litigation suffered or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIother party.

Limitations. (a) Transferor No Party shall not be liable under Section 7.02(a)(i) with respect required to indemnify any breach of, or inaccuracy in, other party for any Transferor Limited Representation until otherwise indemnifiable Loss to the aggregate amount of all extent such Losses exceeds an amount equal to 2.0% Loss is specifically included in the final calculation of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationClosing Cash Proceeds. (b) If Notwithstanding anything to the contrary contained in this Agreement as it relates to any Loss sustained by an indemnified claim for indemnification pursuant to Sections 9.02 or 9.03, each Party is covered by an insurance policyshall, or an indemnificationand shall cause its affiliated Indemnitees to, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover seek recovery, at its or their own expense, under all applicable insurance policies (including the Loss from R&W Insurance Policy), and indemnification or reimbursement rights covering any such claim; provided that, nothing in the Primary Obligor; provided, however, that foregoing shall (i) such efforts of the indemnified Party shall not require any Indemnitee to commence litigation against any insurer or other extraordinary activities, (ii) limit such Indemnitee’s ability to simultaneously seek or obtain recovery against the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossIndemnitor. The amount of any Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII shall Article IX will be reduced by the net of any amounts actually recovered by an indemnified Party from a Primary Obligorthe Indemnitee under insurance policies (including the R&W Insurance Policy), indemnity, contribution or other third party recoveries with respect to such Losses, net of premium increasesany expenses, deductibles and other costs reasonably including Taxes incurred by the indemnified Party in connection with such recovery. To the extent that an Indemnified Party receives any amount under insurance coverage or other recovery with respect to a matter for which an Indemnitee has previously obtained payment in indemnification pursuant to this ARTICLE IX, including investigation Purchaser or Seller, as the case may be, shall, as soon as reasonably practicable after receipt of such insurance proceeds or other recovery, pay and reimburse to the other Party, up to the lower of (i) any prior indemnification payment and (ii) the amount of the underlying claim insurance proceeds or other recovery, minus the cost and expense of collection pursuing such recovery. (c) Each Indemnitee shall use commercially reasonable efforts to avoid or mitigate any Loss for which it is entitled to seek indemnification hereunder (which such amountefforts, for the avoidance of doubt, shall not obligate any Indemnitee to file a "Net Recovery"lawsuit against any third party). If . (d) In no event may an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not party be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement to duplicate monetary recovery for the same Losses. (e) UNDER NO CIRCUMSTANCES SHALL AN INDEMNITOR HAVE ANY LIABILITY TO ANY INDEMNITEE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS FOR, AND THE INDEMNITEE SHALL NOT HAVE THE RIGHT TO CLAIM OR RECOVER FROM THE INDEMNITOR, ANY INDIRECT, INCIDENTAL, SPECULATIVE, REMOTE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOSS OF PROFITS, DIMINUTION OF VALUE, GOODWILL OR BUSINESS OPPORTUNITIES) NOR SHALL ANY DAMAGES BE CALCULATED USING A “MULTIPLIER” OR ANY OTHER SUCH METHOD HAVING A SIMILAR EFFECT, WHETHER FORESEEABLE OR UNFORESEEABLE, HOWSOEVER CAUSED OR ON ANY THEORY OF LIABILITY, EVEN IF THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, EXCEPT TO THE EXTENT RECOVERED FROM THE INDEMNITEE BY A THIRD PARTY.

Limitations. (a) Transferor Except with respect to Special Claims, the Buyer Indemnified Parties shall not be liable under Section 7.02(a)(i) with respect entitled to any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification pursuant to this Article X unless the Buyer Indemnified Parties have sustained Indemnified Losses in excess of $4,600,000 in the aggregate amount of all such Losses exceeds an amount equal to 2.0% of (the Consideration“Deductible”), in which event Transferor case the Buyer Indemnified Parties shall be liable for entitled to all such sustained Indemnified Losses from that are in excess of the first dollarDeductible (subject to Section 10.5(b) below); provided, however, that Buyer Indemnified Parties shall only be entitled to indemnification under this Article X for any individual Indemnified Loss (or group or series of Indemnified Losses based on substantially similar sets of facts or circumstances) in excess of $100,000 (a “Qualifying Loss”) and only the aggregate amount of all Qualifying Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% count in the calculation and determination of whether the ConsiderationDeductible has been satisfied. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary herein, the indemnified Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement with respect to any Losses to the extent that such Losses are already a part of or reflected as part of the Final Merger Consideration or Topco Closing Consideration. (c) The amount of any Indemnified Losses for which indemnification is provided under this Article X shall be net of (i) any amounts recovered by the Indemnified Party under insurance policies or otherwise with respect to such Indemnified Losses (other than the R&W Insurance Policy) and (ii) the amount of any Tax benefit recognized in cash by the Indemnified Party or any of its Affiliates in connection with such Indemnified Loss or any of the circumstances giving rise thereto; provided that to the extent a Tax benefit is received after an Indemnified Loss is paid to the Indemnified Party shall be required to remit such Tax benefit to the Indemnifying Party for payment; it being understood that the Shareholders’ Representative should be entitled to receive such amount on behalf of the Earthbound Holders and distribute such amount in accordance with the Residual Percentages. The Indemnified Parties shall use commercially reasonable efforts to recover pursue any available insurance policies or collateral sources, and in the Loss from event the Primary Obligor; providedIndemnified Parties receive any recovery, howeverthe amount of such recovery (which shall be net of any increases in premiums or deductibles relating thereto and expenses reasonably incurred by such Indemnified Parties in collecting such amount including reasonable attorney’s fees) shall be applied first, that to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X which would not have been so paid had such recovery been obtained prior to such payment, and second, any excess to the Buyer Indemnified Parties. (d) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party shall have any right to indemnification under this Article X with respect to any Losses to the extent such Losses (i) such efforts of relate to any item included on, or is a liability accrued for on or reserved or reflected in, the indemnified Party shall not require litigation Balance Sheet or other extraordinary activities, the Estimated Closing Statement; (ii) arise out of changes after the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before Closing Date in applicable Law or simultaneously with such efforts and interpretations or applications thereof; or (iii) no indemnification are duplicative of Losses that have previously been recovered hereunder. (e) Except with respect to any Losses resulting from a breach of any Tax Representation or recovery any matter referred to in Section 10.2(a)(iii), each of the parties agrees to take all commercially reasonable steps to mitigate its respective Indemnified Losses to the extent reasonably possible upon becoming aware of the occurrence of any event or condition that would reasonably be expected to result in Losses that are indemnifiable hereunder. In addition, Buyer acknowledges and agrees that the Earthbound Holders shall not have any liability under any provision of this Agreement to the extent that the applicable Loss was caused by actions taken by or on behalf of any Buyer Indemnified Party after the Closing. (f) Notwithstanding anything in this Agreement to the contrary, Indemnified Losses shall not include (i) any consequential or punitive damages, unless such Indemnified Losses are (A) recovered from an Indemnified Party pursuant to the Third-Party Claim or (B) solely in the case of consequential damages, the natural, probable and reasonably foreseeable result of the event that gave rise to such Indemnified Losses or (ii) any damages based on multiples of earnings or other financial metrics or loss of reputation or business opportunity. (g) Upon payment in full of any indemnification claim pursuant to this Article X, the Indemnifying Party shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party subrogated to the extent of such prior indemnificationpayment to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. Notwithstanding The Indemnified Parties shall permit the foregoingIndemnifying Party to use the name of such Indemnified Parties in any transaction or in any action or proceeding or other matter involving any of such rights, Transferor and the Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties, at the cost and expense of the Indemnifying Parties, to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. If any indemnification payment is received by any Indemnified Party from an Indemnifying Party pursuant to this Article X, and such Indemnified Party later receives a payment from another Person in respect of the identical Losses, such Indemnified Party shall promptly pay to such Indemnifying Party or its designee an amount equal to the lesser of (a) the actual amount of such payment received from such other Person and (b) the actual amount of the indemnification payment previously paid by such Indemnifying Party with respect to such Losses. (h) For purposes of determining the failure of any representations or warranties to be true and correct and calculating Losses hereunder, in each case solely for purposes of indemnification under this Article X, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded; provided that materiality qualifications shall not be entitled disregarded for purposes of (i) the definition of Permitted Liens, and any use of thereof in this Agreement, (ii) Section 4.6, (iii) Sections 4.9(b) and (c) (including references to materiality in Section 7.1 for the purposes of applying Section 4.9(c)), (iv) Section 4.12(b), (v) Section 4.15(a), the definition of “Material Contracts, and the use thereof in this Agreement, (vi) Sections 4.16(b)(iii) and (viii), (vii) Section 4.18, (viii) Section 4.19(b); (ix) Sections 4.21(f) and the definition of “Environmental Permits”, and the use thereof in this Agreement, (x) Section 4.24 or (xi) Sections 7.1(a)-(n). (i) No Indemnified Party shall have any right to assert any claim against any Indemnifying Party with respect to any alleged Loss, cause of action or other claim if such alleged Loss (a) is a possible or potential Loss, cause of action or claim that the Indemnified Party believes may be asserted rather than an actual Loss that has been paid or incurred by the Indemnified Party or a Third Party Claim that has actually been asserted against the Indemnified Party or (b) is with respect to which Indemnified Party has taken action (or caused action to be indemnified taken) to accelerate the time period in which such matter is asserted or payable. (j) The Seller Group shall have no right of contribution or other recourse against the members of the Company Group or their respective members, directors, officers, employees, affiliates, agents, attorneys, representatives, assigns or successors (other than a right of contribution from the other members of the Seller Group, in their capacity as a member of the Seller Group) for any Third-Party Claims asserted by or otherwise recover any amount from any Transferred the Buyer Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Company or Hoshi if such amount would constitute Losses Group are solely for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe benefit of the Buyer Indemnified Parties.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach ofEXCEPT FOR CLAIMS OF PATENT INFRINGEMENT, or inaccuracy inBREACHES OF ARTICLE 11 OR 12, THE INDEMNIFICATION PROVIDED ABOVE, OR AS MAY BE EXPLICITLY PROVIDED IN THE TOPO LICENSE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF THE OTHER PARTY, WHETHER BASED UPON CONTRACT, NEGLIGENCE, OR ANOTHER THEORY OF LAW. Furthermore, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Party seeking indemnification under this Article 13 shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from inform the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation writing of the underlying relevant claim and in writing as soon as reasonably practicable after it receives notice of collection (such amountthe claim, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to select defense counsel, which counsel shall be reasonably satisfactory to the indemnified Party, and the right to settle the claim, provided such settlement does not admit fault or wrongdoing on the part of any indemnitee, incur non-indemnified liability on the part of any indemnitee, adversely affect any of the intellectual property rights subject to this Agreement or the TOPO License, or otherwise adversely affect either Party’s ability to perform its obligations under this Agreement or Develop or Commercialize Licensed Products under the TOPO License), and shall cooperate as reasonably requested by the indemnifying Party (at the expense of the indemnifying Party) in the defense of the claim. The failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of any obligation or liability that it may have to the indemnitee except to the extent that the indemnifying Party demonstrates that its ability to defend or resolve such Third Party claim is adversely affected thereby. No indemnitee shall enter into any settlement of such any claim subject to indemnification under this Article 13 without the prior indemnification. Notwithstanding written consent of the foregoingindemnifying Party with respect thereto, Transferor which shall not be entitled to be indemnified by unreasonably withheld, delayed or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIconditioned.

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds treated for Tax purposes as an amount equal to 2.0% adjustment of the ConsiderationPurchase Price to the extent such characterization is proper or permissible under relevant Tax law, in which event Transferor shall be liable for all such Losses from the first dollar; providedincluding court decisions, howeverstatutes, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationregulations and administrative promulgations. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation For purposes of another Person (a "Primary Obligor"), determining the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Losses, such amount shall be reduced by the amounts amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received or otherwise payable to Buyer or the Company (or deemed paid to thereto pursuant to the next sentence) in respect of the Losses (net of any deductible amounts); provided that Buyer shall have no obligation to make any claim under its insurance policies. Buyer shall pursue available claims under its insurance policies to offset Losses to the extent commercially reasonable, but in no event shall Buyer be required to initiate or prosecute any litigation with respect to any such claims. (c) In calculating any Losses hereunder there shall be deducted any indemnification, contribution or other similar payment actually recovered by the Indemnified Party or any Affiliate thereof from any third Person with respect thereto. Any such amounts or benefits received by an indemnified Indemnified Party from a Primary Obligoror any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor, net after deduction for all costs and expenses incurred in obtaining such amounts or benefits; provided, that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of premium increases, deductibles and other costs reasonably incurred the amount paid by the indemnified Indemnitor to the Indemnified Party with respect to such claim. (d) Except in connection the case of fraud and for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Section 9 (and Section 6.2 with such recoveryrespect to the matters covered therein) shall be the sole and exclusive remedy for breaches of this Agreement or of any Company Transaction Agreement or Seller Transaction Agreement or Buyer Transaction Agreement, including investigation or otherwise in respect of the underlying claim and of collection Transactions. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery e) Notwithstanding anything herein to the indemnifying Party contrary, no Seller shall have any liability under this Agreement for any Losses to the extent of that such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled Losses relate to actions taken or omitted to be indemnified taken by Buyer or otherwise recover any amount from any Transferred of its Affiliates with the respect to the Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIafter the Closing Date.

Limitations. Notwithstanding any other provision of this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(iThe Buyer Indemnified Parties and the Seller Indemnified Parties will use commercially reasonable efforts to mitigate any Losses. (b) Each Party acknowledges and agrees that the sole and exclusive monetary remedy with respect to any and all claims (other than claims of fraud or intentional misrepresentation) relating to this Agreement, whether stated in terms of breach ofof contract, breach of representation and warranty, indemnification, or inaccuracy inotherwise, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from pursuant and subject to the first dollarindemnification provisions set forth in this Article 6; provided, however, that nothing herein shall limit the aggregate amount rights of all Losses any Party to seek and obtain injunctive, equitable or similar relief of any kind. Any liability for which Transferor shall indemnification under this Agreement will be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% determined without duplication of recovery by reason of the Considerationstate of facts giving rise to the liability constituting the breach of more than one representation, warranty, covenant or agreement. (bc) If any Loss sustained by an indemnified No Seller Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Buyer Indemnified Party shall use commercially reasonable efforts be entitled to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of any insurance proceeds to which any such prior person is entitled with respect the matters giving rise to the claim for indemnification. (d) All amounts recoverable by the Buyer Indemnified Parties from the Seller or by the Seller Indemnified Parties from the Buyer, as the case may be, shall be net of tax benefits received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, on account of any Losses subject to indemnification hereunder. Notwithstanding In the foregoingevent the tax benefits cannot reasonably be determined with certainty at the time the indemnification payments are otherwise due and payable hereunder, Transferor the Seller or Buyer, as the case may be, shall not be entitled delay payment hereunder on account of such uncertainty and the Parties agree to be indemnified negotiate in good faith a reasonable estimate of the tax benefits in order to permit the Seller’s or Buyer’s, as the case may be, timely payment of all indemnification amounts hereunder. To the extent the Seller indemnifies any Buyer Indemnified Party or the Buyer indemnifies any Seller Indemnified Party, as the case may be, on any claim referred to in the previous sentence, the Buyer Indemnified Party or the Seller Indemnified Party shall, to the extent applicable, pay to the Seller or the Buyer, respectively, the amount of any net tax benefits subsequently determined to have been received by the Buyer Indemnified Parties or otherwise recover any amount from any Transferred Company the Seller Indemnified Parties on account of the Losses with respect to which indemnification was paid by the Seller or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe Buyer.

Limitations. (a) Transferor shall not be liable Losses in respect of which an Indemnifying Party is required to make indemnification under Section 7.02(a)(i) 9.1 shall be reduced by an amount equal to any insurance, indemnity, contribution or other similar payments actually paid to and received by the applicable Indemnitee from any third party with respect to any breach ofclaim giving rise to the Losses. If any insurance, indemnity, contribution or inaccuracy in, other similar payments are paid to or received by any Transferor Limited Representation until the aggregate amount of all Indemnitee in a period after such Losses exceeds are incurred or indemnification in respect thereof is made, such Indemnitee shall promptly notify the Indemnifying Party and pay the Indemnifying Party an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationinsurance benefits. (b) If any Loss sustained by an indemnified Losses in respect of which Seller and Stockholder are required to indemnify a Buyer Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net amount of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation all or any portion of the underlying claim Additional Payment that has not been paid to Seller (including amounts then held in the Escrow Account) as of the date of the Claim Notice in respect of which indemnification is sought and which amounts shall be retained by Buyer as an offset. (c) In no event shall Stockholder’s and Seller’s combined, aggregate obligations, on the one hand, or Buyer’s aggregate obligations, on the other hand, exceed the amount of collection Purchase Price. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, d) Neither the indemnified Party Buyer Indemnified Parties nor the Seller Indemnified Parties shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to indemnification for any Losses unless and until such time as the cumulative aggregate amount of all indemnifiable Losses payable to such Indemnitee exceeds one hundred thousand dollars ($100,000), at which time the Indemnitee shall be indemnified by or otherwise entitled to recover any the amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIof all indemnifiable Losses.

Limitations. (a) Transferor No amount shall not be liable under payable to the Purchaser or the Seller in satisfaction of claims for indemnification pursuant to Section 7.02(a)(i) with respect to any breach of, 8.1 or inaccuracy in, any Transferor Limited Representation Section 8.2 unless and until the aggregate amount of all such Losses arising therefrom exceeds an amount equal to 2.0% of $100,000 (the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Threshold”), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts once the Threshold has been reached, the respective Indemnified Party may make claims for indemnification and may receive amounts for all Losses (including the amount of the indemnified Party shall not require litigation or other extraordinary activitiesThreshold), (ii) the indemnified Party may attempt Threshold shall not apply with respect to recover any Losses resulting from, arising out of or relating to fraud or willful misconduct, and (C) no Losses resulting from a breach fraud or willful misconduct shall count towards satisfaction of the indemnifying Party Threshold. (b) The aggregate liability of the Seller for indemnification, and the aggregate amount of all payments required to be made by the Seller in satisfaction of claims for indemnification, under this Agreement before Agreement, shall not exceed five percent (5%) of the Purchase Price (the “Cap”). The Cap shall not apply to any Losses based upon, arising out of, with respect to, or simultaneously with such efforts and (iii) no indemnification by reason of, fraud or recovery under this Agreement willful misconduct. The attainment of the Cap shall be delayed computed without considering Losses based upon, arising out of, with respect to, or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. by reason of, fraud or willful misconduct. (c) The amount of any Losses for which an indemnifying Indemnified Party is responsible entitled to indemnity under this ARTICLE VII Article 8 shall be reduced by (i) the amounts actually recovered by an indemnified Party from a Primary Obligor, net amount of premium increases, deductibles and other costs reasonably incurred insurance proceeds realized by the indemnified Indemnified Party or its Affiliates with respect to such Losses and (ii) the amount of any Tax benefit actually recognized in connection with cash by the Indemnified Party or its Affiliates in the same Tax year in which the applicable Losses were incurred or in the following Tax year. (d) Each Indemnified Party shall take all commercially reasonable steps to mitigate any indemnifiable Loss. In the event the Indemnified Party shall fail to take, or cause to be taken, such recoverycommercially reasonable steps, including investigation of then notwithstanding anything in this Agreement to the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partycontrary, the indemnified Indemnifying Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be required to indemnify the Indemnified Party for that portion of Losses that would reasonably have been expected to have been avoided if the Indemnified Party had taken, or caused to be taken, such commercially reasonable steps. (e) Notwithstanding anything to the contrary contained herein, no Indemnified Party shall be entitled to be indemnified by any Claim arising from an alleged breach of any representation, warranty, covenant or otherwise recover any amount from any Transferred Company obligation of the Indemnifying Party if the Indemnified Party has knowledge of the facts or Hoshi if circumstances giving rise to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIalleged breach on the Closing Date.

Limitations. (a) Transferor Notwithstanding anything to the contrary herein, the aggregate liability of CMGI, for Damages under this Article IX shall not exceed $437,500,000, and CMGI shall not be liable under Section 7.02(a)(ithis Article IX unless and to the extent that the aggregate Damages for which it would otherwise be liable exceed $10,000,000. In no event shall CMGI have any liability for any incidental or consequential damages claimed by Buyer or any third party. If the Damages indemnified against under this Article IX do not involve the payment of cash by the Indemnified Party to a third party, the Indemnifying Party may elect to satisfy any indemnification claim with respect to such Damages by transferring to the Indemnified Party shares of Buyer Common Stock (valued at $77.96 per share, subject to equitable adjustment for stock splits, stock dividends, recapitalizations and other similar events affecting such shares). (b) Notwithstanding anything to the contrary in this Agreement, if any facts or circumstances giving rise to a claim for indemnification under this Agreement also serve as a basis for a claim by the Surviving Corporation pursuant to the indemnification provisions of the 2Can Merger Agreement, the Surviving Corporation shall take reasonable steps to exhaust its remedies under the 2Can Merger Agreement before seeking to recover any amounts under this Article IX, and any amounts collected pursuant to the 2Can Merger Agreement shall be offset against any Damages otherwise indemnified against hereunder. (c) Except with respect to claims based on fraud, after the Closing, the rights of the Buyer under this Article IX 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 contained in this Agreement. (d) CMGI shall not have any right of contribution against Adsmart or the Surviving Corporation with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure Adsmart of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under its representations, warranties, covenants or agreements in this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. Notwithstanding anything herein to the contrary, no Indemnifying Party shall be liable under this Agreement for any punitive, consequential, special, incidental or indirect damages, including, without limitation, lost profits, lost revenues, lost opportunity or loss of business; provided, however, that this limitation shall not apply to (a) Transferor damages arising from third-party claims for which indemnification is sought, or (b) damages resulting from the Indemnifying Party’s gross negligence or willful misconduct. In the event of any losses or damages, or alleged losses or damages, giving rise to indemnification or a claim for indemnification under this Agreement, the Indemnified Party hereby covenants and agrees to use commercially reasonable efforts (not requiring material expense, litigation, or diversion of significant internal resources) to mitigate such loss or damages, and the resulting indemnified losses or damages. The amount of an Indemnified Party’s indemnification obligations hereunder will be offset by the amount of any insurance proceeds actually recovered from insurers with respect to such losses or damages (net of any deductibles, co-payments or out-of-pocket costs of collection and any increase in insurance premiums attributable to such recovery). The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a)(i7.01(a) with respect to any breach ofor Section 7.02(a), or inaccuracy inas the case may be, any Transferor Limited Representation until the aggregate amount of all Losses in respect of indemnification under such Losses applicable section exceeds an amount equal to 2.0% of $12,730 (the Consideration“Deductible”), in which event Transferor the Indemnifying Party shall only be required to pay or be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% in excess of the ConsiderationDeductible. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor No Party shall not have any liability in connection with a Surviving Agreement Default unless the Party or Parties claiming against such Party shall have delivered to such first-mentioned Party a Notice of Claim respecting such Surviving Agreement Default. A claim for Losses made under this Agreement for which a Notice of Claim has been given shall be liable subject to limitations of action laws as provided for in Section 3.3. (b) Losses for which any Party is entitled to claim for under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until this Agreement shall be reduced by the aggregate amount of all such Losses exceeds an amount equal to 2.0% that are actually reimbursed by insurance proceeds, net of the Consideration, in which event Transferor shall be liable for all any co-payments and increased premiums resulting from such Losses from the first dollarLosses; provided, however, that the aggregate amount possibility of all Losses for which Transferor receipt of any such insurance proceeds shall not delay or reduce any Party’s obligations to pay in full such Party’s liability and indemnity obligations under this Agreement when due (subject to appropriate reimbursement to such Party if and when applicable insurance proceeds are actually received as above contemplated). (c) No claims may be liable under Section 7.02(a)(i) made by any Party with respect to any breach ofLosses unless the aggregate of any and all Losses which a Party would be required to indemnify the Party seeking such indemnification (without reference to this section) exceeds $50,000. If the aggregate of all such Losses exceeds such $50,000 threshold, or inaccuracy inthe Party seeking indemnification shall be entitled to claim and recover compensation for all such Losses, any Transferor Limited Representation shall not exceed an including the amount equal to 10.0% of such $50,000 threshold, from the Considerationother Party. (bd) If Notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or the Transaction Documents, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate HCo in respect of TOB Losses, other than Claims related to the disclosure related to HCo contained in the Offer Documents. (e) Other than as a result of fraud or wilful misrepresentation, notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or in the Transaction Documents (with the exception of Section 2.1 hereof), New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate the HCo Indemnitees in respect of any Loss sustained by an indemnified Party reduction of the Tax Pools or any inability of the HCo Indemnitees to utilize all or any portion of the Tax Pools to reduce any of HCo Indemnitees’ respective liability under the ITA or any comparable legislation of a Canadian province or territory, including, without limitation, in the event that such inability is covered by an insurance policydue to any change in, proposed change in, or an indemnificationeffect of applicable Law, contribution including on a retroactive basis. (f) Notwithstanding anything to the contrary implied or similar contained elsewhere in this Agreement, including Section 2.1, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate any of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover HCo Indemnitees in excess of the Loss from the Primary Obligor; provided, however, that sum of (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activitiesInitial Liability, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts Additional Amount, and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure Post Closing Amount, in respect of any Primary Obligor to have paid the indemnified Party for such Loss. The amount breach (including any failure or inaccuracy) of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by of the amounts actually recovered by an indemnified Party from a Primary Obligorrepresentations and warranties or covenants of HCo and/or New Hydrogenics contained in the Support Agreement, net of premium increasesincluding without limitation in section 3.2(i) therein, deductibles and other costs reasonably incurred by the indemnified Party related to, or in connection with such recoverywith, including investigation the Tax Pools or any ability of the underlying claim and HCo Indemnitees to utilize all or any portion of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIITax Pools.

Limitations. (ai) Transferor The Shareholders shall not be liable under required to indemnify and hold harmless pursuant to Section 7.02(a)(i9.02(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until Losses incurred by Parent Indemnified Parties only to the extent the aggregate amount Losses exceed seven-tenths of all such Losses exceeds an amount equal to 2.0% a percent (0.7%) of the ConsiderationMerger Consideration actually paid to the Shareholders (the “Basket”) on the date such claim is made (the “Claim Date”), in which event Transferor whereupon the Shareholders shall then be liable for all such Losses from that exceed the first dollarBasket; provided, howeverthat if any additional Merger Consideration is paid to the Shareholders following the Claim Date that would result in a increase in the Basket (the date upon which such additional Merger Consideration is paid, that the “Basket Increase Date”) (A) the Parent Indemnified Parties shall be entitled to recover their Losses incurred as of the Claim Date for such Losses based upon the Basket calculated as of such Claim Date (and such Losses shall count towards the aggregate amount of the Basket) and (B) any Losses incurred after any Basket Increase Date shall be subject to the increased Basket in effect on the applicable Claim Date that the claim for such Losses is made. (ii) The maximum aggregate liability of all of the Shareholders to all Parent Indemnified Parties taken together for all Losses for which Transferor shall be liable under pursuant to Section 7.02(a)(i9.02(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. Escrow Amount plus ten percent (b10%) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid Aggregate Milestone Amounts, if any, actually earned during the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by Earn-Out Period (the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"“Indemnification Cap”). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor to the extent that, on any Claim Date, a Parent Indemnified Party incurs a Loss that is otherwise indemnifiable under Section 9.02(a) that exceeds the Indemnification Cap (calculated as of such Claim Date) and all or any portion of the Aggregate Milestone Amounts have not yet been earned, such Parent Indemnified Party shall be permitted to offset such Loss (to the extent not otherwise paid) against any future Aggregate Milestone Amounts earned up to the Indemnification Cap (calculated at the end of the Earn-Out Period). (iii) Notwithstanding the foregoing paragraphs (i) and (ii), the Basket and Indemnification Cap shall not be entitled apply to claims that relate to a breach or inaccuracy of the Fundamental Representations or the representations and warranties set forth in Section 3.16 or claims under Sections 9.02(a)(ii) or 9.02(a)(iii); provided, that the maximum aggregate amount required to be indemnified paid directly by a Shareholder in respect of indemnification for all claims or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement shall not under any circumstance exceed the portion of the Merger Consideration actually paid to such Shareholder (with such Merger Consideration calculated at the end of the Earn-Out Period and taking into account all Earn-Out Consideration actually paid to the Shareholders), whether in the form of cash or Parent Shares (valued at the Closing Date Reference Price).

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy inExcept as otherwise provided in this Article IX, any Transferor Limited Representation until claim asserted for damages or indemnification hereunder must be submitted to the Indemnitor in writing within the time periods set forth in Section 11.3 of this Agreement and any such claim not so asserted shall be waived and barred. No party shall be entitled to indemnification hereunder unless the aggregate amount of all such Losses its claims for indemnification exceeds an amount equal to 2.0% of the ConsiderationOne Hundred Thousand Dollars ($100,000.00) per Station, in which event Transferor such party shall be liable indemnified for all such Losses from the first dollar; provided, however, that entire amount owed. This amount shall have no bearing on any determination as to what constitutes "material" for purposes of this Agreement. No party shall be entitled to indemnification hereunder for amount in the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect greater than the Purchase Price. ARTICLE X. INTENTIONS OF THE PARTIES AS TO FORM OF TRANSACTION 10.1. CBS' INTENTION. CBS may elect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal transfer and convey the Assets to 10.0% Entercom in such a fashion as would permit CBS to effect a deferred like-kind exchange of the Consideration. (b) Assets for other like-kind assets to be acquired by CBS after the Closing with Purchase Price. If CBS so elects, it shall give written notice to Entercom of its intention to effect such a deferred like-kind exchange, and thereafter may at any Loss sustained by an indemnified Party is covered by an insurance policy, time at or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts prior to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Closing assign its rights under this Agreement before or simultaneously with to a "qualified intermediary" as defined in Treas. Reg. Section 1.1031(k)-1(g)(4), subject to all of Entercom's rights and obligations hereunder, and shall promptly provide written notice of such efforts and (iii) no indemnification or recovery under this Agreement assignment to all parties hereto. In the event CBS assigns its rights hereunder to a "qualified intermediary," Entercom shall be delayed or withheld due acknowledge in writing the notification by CBS of the assignment to the failure "qualified intermediary" of any Primary Obligor to have paid its rights hereunder, and Entercom shall pay the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Purchase Price to the indemnifying Party "qualified intermediary" at Closing rather than to CBS, which payment shall discharge the extent obligation of such prior indemnification. Notwithstanding Entercom to make payment for the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAssets hereunder.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Seller will have no indemnification liability for the breach of any representation or warranty set forth in Article II, unless on or before the first anniversary of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; PROVIDED, HOWEVER, that any claim with respect to any breach ofSECTION 2.8 taxes, 2.10 employee benefits or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) 2.11 only with respect to environmental matters may be made at any breach oftime, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal subject to 10.0% the applicable period of the Considerationstatute of limitations. (b) If Buyer will have no indemnification liability for the breach of any Loss sustained representation or warranty set forth in Article III, unless on or before the first anniversary of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by an indemnified Party is covered Seller. (c) Notwithstanding anything to the contrary contained herein, except in the case of fraud, neither Buyer nor Seller shall have any liability for any amounts of Damages exceeding $1,000,000 in the aggregate for all claims made by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")the other party under this Article X. In addition, the indemnified amount of any Damages of any Seller Indemnified Party shall be reduced by any amount received by such Seller Indemnified Party with respect thereto under any insurance coverage. Likewise, the amount of any Damages of any Buyer Indemnified Party shall be reduced by any amount received by such Buyer Indemnified Party with respect thereto under any insurance coverage. Such Seller Indemnified Party or Buyer Indemnified Party, as applicable, shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedcollect any amounts available under such insurance coverage. If a Seller Indemnified Party or a Buyer Indemnified Party, howeveras applicable, that (i) receives an amount under insurance coverage at any time subsequent to any indemnification provided by Buyer or Seller, as applicable, then such efforts of the indemnified Seller Indemnified Party or Buyer Indemnified Party, as applicable, shall not require litigation promptly reimburse Buyer or other extraordinary activitiesSeller, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before as applicable, for any payment made or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably expense incurred by the indemnified Party Buyer or Seller, as applicable, in connection with providing such recoveryindemnification, including investigation up to such amount received by such Seller Indemnified Party or Buyer Indemnified Party, as applicable, but net of the underlying claim and of collection (any expenses incurred by such Seller Indemnified Party or Buyer Indemnified Party in collecting such amount. (d) The Promissory Note, a the Escrowed Shares, and $400,000 Offset (collectively, the "Net RecoveryINDEMNITY FUNDS"), shall be the sole recourse available to Buyer Indemnified Parties for any claims under ARTICLE X, and any obligation of Seller to compensate any Buyer Indemnified Party for any Damages shall be satisfied in Indemnity Funds; PROVIDED, HOWEVER, that nothing herein shall limit the remedies that Buyer Indemnified Parties may have for Damages based on fraud. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent In furtherance of such prior indemnification. Notwithstanding the foregoing, Transferor any claim for Damages made against the Indemnity Funds shall not first be entitled to be indemnified by or otherwise recover debited against the Promissory Note until the principal amount and any amount from any Transferred Company or Hoshi if interest accrued through the date of such amount would constitute Losses for claim shall equal zero, next debited against the Escrowed Stock, which Transferor shares of Escrowed Stock shall have a Fair Market Value Per Share as of the date such claim is otherwise liable for indemnification under this ARTICLE VIImade against the Escrowed Stock, and last debited against the $400,000 Offset.

Limitations. (a) Transferor With the exception of claims based upon fraudulent misrepresentation, in no event shall not an indemnifying party be liable under for any Damages pursuant to a claim based upon a representation, warranty or covenant pursuant to (i) Sections 11.02(a)(i),11.02(a)(ii) or 11.02(a)(iii) (other than claims for breach of the covenant set forth in Section 7.02(a)(i8.10(b)) with respect or (ii) Sections 11.02(b)(i),11.02(b)(ii) or 11.02(b)(iii) (other than claims for breach of the covenant set forth in Section 8.10(a)), as applicable (each of the claims set forth in clauses “(i)” and “(ii)” above is referred to any breach ofas an “Eligible Claim”), or inaccuracy in, any Transferor Limited Representation unless and until the aggregate amount of all such Losses Damages for all Eligible Claims payable by such indemnifying party exceeds an amount equal to 2.0% of the Consideration, [***] in which event Transferor case the indemnifying party shall be liable for all such Losses from Damages, and not only those Damages in excess of such amount. With the first dollar; provided, however, that the aggregate amount exception of all Losses claims based upon fraudulent misrepresentation or claims for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (bcovenants set forth in Sections 8.10(a) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"8.10(b), the indemnified Party maximum aggregate amount payable by an indemnifying party pursuant to all Eligible Claims payable by such indemnifying party shall use commercially reasonable efforts in no event exceed [***]. Further, with the exception of claims based upon fraudulent misrepresentation, each party hereto agrees that the indemnification rights provided by Section 11.02 are the sole and exclusive remedy for monetary damages for claims by such party or any Acquiror Indemnitee or EPI Indemnitee for breach by the other party of any representation, warranty or covenant contained in this Agreement. (c) Any indemnifying party shall also be liable to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) party for interest on the amount of any Damages that such indemnified Party may attempt party is entitled to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and party (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to for the failure period commencing as of any Primary Obligor to have paid the date on which the indemnified Party for such Loss. The amount party delivered the applicable Notice of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Indemnification Claim to the indemnifying Party party and ending on the date on which the liability of such indemnifying party to such indemnified party is fully satisfied by such indemnifying party) at a floating rate equal to the extent prime rate publicly announced by ▇▇▇▇▇▇ Guaranty Trust Company of such prior indemnification. Notwithstanding New York at its principal office from time to time plus 2% (or, if less, the foregoing, Transferor shall not be entitled maximum rate allowed to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if charged under applicable laws), such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIinterest to be compounded monthly.

Limitations. (a) Transferor Payments by any Indemnifying Party pursuant to Section 10.2 in respect of any Losses shall not be liable under Section 7.02(a)(i) with respect limited to the amount of any breach ofliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by any Indemnified Party from a third-party source (other than the Indemnifying Party, its Affiliates, or inaccuracy in, their respective Representatives) in respect of any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal (net of any costs, expenses or losses incurred in connection with obtaining such proceeds or payment). Any Indemnified Party shall use its commercially reasonable efforts to 2.0% of the Considerationrecover under insurance policies (including, in which event Transferor shall be liable the case of Buyer, the RWI Policy) or indemnity, contribution or other similar agreements for all such any Losses from the first dollarprior to seeking indemnification under this Agreement; provided, however, that in no event shall any Indemnified Party be required to commence or threaten any legal or other proceedings or claims in connection with any such recovery efforts. If any Indemnified Party receives any payment from a third party other than the aggregate Indemnifying Party, its Affiliates, or their respective Representatives for any Losses after it has already received an indemnification payment from the Indemnifying Party for the same Losses, then it shall promptly reimburse any Indemnifying Party for the amount of all Losses for which Transferor shall be liable under Section 7.02(a)(isuch payment (net of any costs, expenses or losses incurred in connection with obtaining such payment) with respect up to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an the amount equal to 10.0% of the Considerationindemnification payment actually received from the Indemnifying Party and solely to the extent that such amount was not already deducted from the indemnification payment made by any Indemnifying Party. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Except to the extent awarded by a court of such prior indemnification. Notwithstanding the foregoingcompetent jurisdiction to a third party pursuant to a Third-Party Claim or as a result of Fraud, Transferor in no event shall not an Indemnifying Party be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIspecial, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, whether based on contract, tort, strict liability, other Law or otherwise; provided that, with respect to incidental, consequential or indirect damages and lost profits, except to the extent such damages or lost profits were reasonably foreseeable. (c) Any Indemnified Party shall take all commercially reasonable steps to mitigate any Loss.

Limitations. (a) Transferor Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.03 shall operate to limit the liability of the indemnifying party under Section 11.01 or 11.02 (the "Indemnifying Party") in respect of any claim by the Purchaser Indemnified Party or Seller Indemnified Party (the "Indemnified Party") for any breach of the representations and warranties in Article IV or V or otherwise under or pursuant to this Agreement. (b) No claim for breach of a representation or warranty shall accrue to any Indemnified Party against the Indemnifying Party under this Agreement unless and except to the extent that the total liability of the Indemnifying Party in respect of all such claims exceeds in aggregate SEK 400,000, whereupon the Indemnified Party shall be entitled to claim indemnification for all damages suffered (including the initial SEK 400,000) by such Indemnified Party and for which such indemnification is available under this Article XI. (c) No claim for breach of a representation or warranty shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnifying Party (d) The Indemnifying Party shall not be liable under Section 7.02(a)(ithis Agreement in respect of any claim of a breach of this Agreement: (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation based on a liability that is contingent only unless and until the aggregate amount of all such Losses exceeds contingent liability becomes an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollaractual liability and is due and payable; provided, however, if an Indemnified Party gives notice to the Indemnifying Party of such contingent liability, the limitations period set forth in Section 11.03(c) related to such claim will be tolled until the time when such contingent liability becomes an actual liability and is due and payable; or (ii) to the extent that allowance, provision or reserve was made in the Financial Statements for the matter giving rise to the claim. (e) No claim may be made more than once under this Agreement in respect of the same loss. (f) The total aggregate amount liability of all Losses the Seller and SIFO for which Transferor shall be liable under Section 7.02(a)(i) with respect to breach of any breach of, or inaccuracy in, any Transferor Limited Representation of the provisions in this Agreement shall not exceed an amount equal to 10.0% of the ConsiderationSEK 32,000,000. (bg) If Any breach of any Loss sustained representation or warranty or any other breach of this Agreement by an indemnified Indemnifying Party shall give rise only to a claim by an Indemnified Party for compensation on a krona-to krona basis for any damages and shall not entitle the Indemnified Party to rescind this Agreement in whole or in part. No claim shall be made against any Indemnifying Party in respect of any warranty, representation, indemnity, covenant, undertaking or otherwise arising out of or in connection with the transactions contemplated hereby unless the same is expressly contained in this Agreement. The parties confirm that they have not relied and will not rely on any warranty, representation, indemnity, covenant or undertaking of any Person that is not expressly contained in this Agreement. No claim shall be made against any party in respect of any damages not covered by this Article XI by invoking any statute (including the Swedish Sale of Goods Act (Swe: Koplag (1990:931) as amended) or legal principle. (h) A breach of any representation, warranty or other provision contained in this Agreement that is capable of being remedied shall not entitle the Indemnified Party to monetary damages unless the Indemnifying Party is covered by an insurance policy, or an indemnification, contribution or similar obligation given written notice of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that such breach and such breach is not (i) such efforts Where the Indemnified Party is entitled (whether by reason of the indemnified Party shall not require litigation payment, discount or other extraordinary activities, (iiotherwise) the indemnified Party may attempt to recover from some third party any sum in respect of taxation or other damage or liability that is the indemnifying subject of a claim against the Indemnifying Party under this Agreement before Agreement, the Indemnified Party shall, if so required by the Indemnifying Party and at the Indemnifying Party's cost and expense and on the Indemnifying Party providing proper indemnities in respect of all costs and expenses to be incurred, take all steps and cause its Affiliates to take all steps as the Indemnifying Party may require to enforce such recovery and shall keep the Indemnifying Party informed of the progress of any action taken. (j) None of the limitations included in this Section 11.03 will apply to breaches of Sections 10.01 through 10.03. (k) Purchaser covenants and agrees, that, after the Closing Date, notwithstanding any breach of any representation or simultaneously with such efforts and (iii) no indemnification warranty or recovery under any other breach of this Agreement shall be delayed by SIFO or withheld due Seller, Purchaser will not take any action that interferes with the peaceful and quiet possession and enjoyment of the Media Metrix Stock by Seller, SIFO or an Affiliate of SIFO that has acquired the Media Metrix Stock in compliance with the terms of this Agreement; Purchaser hereby waives (after the Closing Date), to the failure of greatest extent permitted by applicable law, any Primary Obligor to have paid and all remedies and rights it may have, by statute or otherwise, enforceable against the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIMedia Metrix Stock.

Limitations. (ai) Transferor Seller Parties shall not be liable to any Buyer Indemnitees for any Losses under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 8.02 until the aggregate amount of all such Losses in respect of indemnification under Section 8.02 exceeds an amount equal to 2.0% of $25,000 (the Consideration“Deductible”), in which event Transferor Seller Parties shall only be required to pay or be liable for Losses in excess of the Deductible. (ii) The aggregate amount of all Losses for which Seller Parties shall be liable pursuant to Section 8.02, or for all such Losses from which the first dollarBuyer Parties shall be liable pursuant to Section 8.03, shall not exceed $1,210,000 , respectively; provided, however, that the aggregate amount of all Losses for which Transferor Seller Parties shall be liable under Section 7.02(a)(i) with respect to for breaches of any breach ofof Seller’s Fundamental Representations, or inaccuracy infor which a Buyer Party shall be liable for breaches of any of such Buyer Party’s Buyer Party Fundamental Representations, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the Purchase Price, respectively. Except as otherwise set forth in this Section 8.05(ii), a cap of the ConsiderationPurchase Price shall also apply to the aggregate amount of the indemnification payments that either the Seller or the Buyer Parties, respectively, shall be required to make under this Agreement. No cap shall apply to Seller Parties’ or the Buyer Parties’, respectively, liability for Losses in connection with any claims made by the other party based on fraud. (biii) If Payments by the Seller Parties to the Buyer Indemnitees pursuant to Section 8.02 shall be limited to the amount of any Loss sustained by an indemnified Party is covered by an liability or Losses that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment received or reasonably expected to be received by the Buyer Indemnitees in respect of another Person (a "Primary Obligor"), the indemnified Party any such claim. The Buyer Indemnitees shall use all commercially reasonable efforts to recover the Loss under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Seller under this Agreement before or simultaneously with such efforts and Agreement. (iiiiv) no indemnification or recovery under this Agreement shall be delayed or withheld due Notwithstanding anything herein to the failure of any Primary Obligor contrary, other than payments by Seller Parties with respect to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced fraud by the amounts actually recovered Seller Parties, payments by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Seller Party to the Buyer Indemnitees shall be payable only in either (a) Stock actually issued to such Seller Party or its designees pursuant to this Agreement, the value of which shall be calculated based on the closing Nasdaq Capital Market price of the Stock as of the Business Day immediately prior to the date such payment is made pursuant to this Article VIII or (b) in cash, by wire transfer of immediately available funds, in a maximum aggregate amount equal to the cash actually received by such Seller Party pursuant to this Agreement. (v) Notwithstanding anything in this Agreement to the contrary, in no event shall any Indemnifying Party be liable hereunder to any Indemnified Party for any Losses (as defined in this Agreement) unless such Losses are determined in a final non-appealable judgment of a court or other tribunal of competent jurisdiction, except in each case to the extent of any such prior indemnification. Notwithstanding the foregoing, Transferor shall not be Losses are included in any proceeding by a third party against such Indemnified Party for which it is entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. (a) Transferor There shall be no minimum threshold or cap limiting the amount of any claim for indemnification brought hereunder. The parties acknowledge and agree that any event, transaction, circumstance, or liability, whether contingent or accrued, for which adequate reserves by the indemnified party have been established as of the Closing Date (but excluding Loss Reserves and unearned premium reserves), shall not be liable used at any time as the basis of any claim for indemnification under Section 7.02(a)(ithis Article 12. In addition, in connection with an alleged breach of the indemnifying party’s representations, warranties and covenants under this Agreement, the indemnified party’s Damages shall be net of all reserves established by the indemnified party as of the Closing Date (but excluding Loss Reserves and unearned premium reserves) in connection with the particular item or contingency in dispute. (b) The obligation of either party to indemnify the other party under this Article 12 above shall expire, with respect to any breach ofrepresentation, warranty, covenant or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% agreement of the Considerationsuch party, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 12.1 above, except with respect to any written claims for indemnification which event Transferor the indemnified party has delivered to the indemnifying party prior to such date. (c) Promptly after receipt by an indemnified party under this Article 12 hereof of notice of any claim or the commencement of any Action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article 12 hereof, notify the indemnifying party in writing of the claim or the commencement of that Action stating in reasonable detail the nature and basis of such claim and a good faith estimate of the amount thereof, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party unless and only to the extent such failure materially and adversely prejudices the ability of the indemnifying party to defend against or mitigate damages arising out of such claim. If any claim shall be liable for all brought against an indemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such Losses from the first dollarclaim or Action; provided, however, that the aggregate amount indemnifying party shall not agree or consent to the application of all Losses for which Transferor any equitable relief upon the indemnified party without its written consent. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or Action, the indemnifying party shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained for other expenses subsequently incurred by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover party in connection with the Loss from the Primary Obligordefense thereof; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from if the indemnifying Party under this Agreement before or simultaneously with party elects not to assume such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partydefense, the indemnified Party shall refund party may retain counsel satisfactory to it and to defend, compromise or settle such claim on behalf of and for the Net Recovery to account and risk of the indemnifying Party to party, and the extent indemnifying party shall pay all reasonable fees and expenses of such prior indemnification. Notwithstanding counsel for the foregoingindemnified party promptly as statements therefor are received; and, Transferor provided, further, that the indemnified party shall not consent to entry of any judgment or enter into any settlement or compromise without the written consent of the indemnifying party which consent shall not be entitled unreasonably withheld. The parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or proceeding. The indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if party shall also have the right to select its own counsel, at its own expense, to represent the indemnified party and to participate in the defense of such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIclaim, as applicable.

Limitations. Notwithstanding anything to the contrary contained in this Agreement: (a) Transferor The indemnities herein are intended solely for the benefit of the Persons expressly identified in this ARTICLE VII (and their permitted successors and assigns) and are in no way intended to, nor shall not be liable under Section 7.02(a)(i) with respect to any breach they, constitute an agreement for the benefit of, or inaccuracy inbe enforceable by, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationother Person. (b) If Payments by an Indemnifying Party under this ARTICLE VII in respect of any Loss sustained by an indemnified Party is covered by an shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment received or reasonably expected to be received by the Indemnified Party in respect of another Person (a "Primary Obligor"), the indemnified any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover the Loss from the Primary Obligor; providedunder insurance policies or indemnity, however, that (i) such efforts of the indemnified Party shall not require litigation contribution or other extraordinary activities, (ii) the indemnified Party may attempt similar agreements for any Losses prior to recover from the indemnifying Party seeking indemnification under this Agreement before or simultaneously with such efforts and Agreement. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due Payments by an Indemnifying Party pursuant to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII in respect of any Loss shall be reduced by the amounts actually recovered by an indemnified Party from amount equal to any Tax benefit realized or reasonably expected to be realized as a Primary Obligor, net result of premium increases, deductibles and other costs reasonably incurred such Loss by the indemnified Indemnified Party. (d) In no event shall any Indemnifying Party in connection with such recoverybe liable to an Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including investigation loss of future revenue or income, loss of profits, loss of business reputation or opportunity relating to the underlying claim breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of collection any event or circumstances that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Each Indemnified Party shall use its reasonable efforts not to pay or accrue any such Losses until it has provided the Indemnifying Party with prior written notice and the reasonable opportunity to defend, address, mediate, resolve, or otherwise mitigate any such potential Losses. (such amountf) The indemnities herein are further subject to, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partyand limited by, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent other terms and provisions of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary: (i) neither party shall not be liable under Section 7.02(a)(ifor any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with respect to the breach or inaccuracy of any representation or warranty or any breach of, or inaccuracy in, of any Transferor Limited Representation covenant contained herein until the aggregate amount of for which such Indemnified Party is entitled to indemnification with respect to all such Losses exceeds an amount equal to 2.0% of Claims for indemnification in the Considerationaggregate exceed Fifty Thousand Dollars ($50,000) (the "Threshold"), in at which event Transferor time such party shall be liable for all any such Losses from excess, and (ii) nor shall a party indemnifying another party hereto be required to make indemnification in connection with the first dollar; provided, however, that breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein to the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) extent indemnification payments with respect to any breach ofall such claims for indemnification would exceed in the aggregate Eleven Million Dollars ($11,000,000) (the "Maximum Indemnification Amount"). In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article 10, or inaccuracy in, any Transferor Limited Representation only actual losses shall be considered. The Threshold and Maximum Indemnification Amount shall not exceed an amount equal apply as to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Claims related to: (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, Excluded Assets; (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts Excluded Liabilities; and (iii) no indemnification or recovery a final, non-appealable judgment of a court of competent jurisdiction that either party has committed fraud against the other with respect to the transactions contemplated under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossAgreement. The amount of parties hereto waive as against each other any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorclaim to consequential, net of premium increasesspecial, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party exemplary or punitive damages except to the extent of consequential, special, exemplary or punitive damages are awarded to a third Person against an Indemnified Party in circumstances in which such prior indemnification. Notwithstanding the foregoing, Transferor shall not be Indemnified Party is entitled to indemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if payable to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Party hereunder.

Limitations. (a) Transferor All claims for indemnification pursuant to this Article VIII for breaches of representations and warranties must be made on or before the General Expiration Date, the Fundamental Expiration Date or the Statutory Expiration Date, as applicable (the “Indemnification Cut-Off Date”). No indemnification shall not be liable under Section 7.02(a)(i) payable with respect to any breach ofclaims asserted after the Indemnification Cut-Off Date, regardless of when the claim accrued or inaccuracy inthe circumstances that resulted in the claim being asserted after the Indemnification Cut-Off Date. In the event a claim for a Loss has been made properly and in good faith on or prior to the applicable Indemnification Cut-Off Date, any Transferor Limited Representation until the aggregate amount of all and such Losses exceeds an amount equal to 2.0% claim is unresolved as of the Considerationapplicable Indemnification Cut-Off Date, in which event Transferor shall be liable for all such Losses from then the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) right to indemnification with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such claim shall not exceed an amount equal to 10.0% of the Considerationremain in effect until such matter shall have been finally determined. (b) If The amount of any Loss sustained Losses subject to indemnification under this Article VIII shall be calculated net of (i) any insurance proceeds received or receivable by an indemnified any Seller Indemnified Party is covered or any Buyer Indemnified Party on account of such Losses and/or (ii) any indemnification paid or payable by an insurance policy, or an indemnification, contribution or similar obligation of another Person any third party. (a "Primary Obligor"), c) The Seller Indemnified Parties and the indemnified Party Buyer Indemnified Parties shall use commercially reasonable efforts to utilize insurance coverage for all or part of any Loss under then-current policies to the same extent as they would if such Loss were not subject to indemnification hereunder (which, if commercially reasonable, may include a decision by either the Seller Indemnified Parties or the Buyer Indemnified Parties not to seek to recover any such insurance proceeds). In the event that an insurance or other recovery is made by any Seller Indemnified Party or Buyer Indemnified Party with respect to any Loss from for which any such Person has been indemnified hereunder, then a refund equal to the Primary Obligor; provided, however, that (i) such efforts aggregate amount of the indemnified recovery shall be promptly paid to the Parent Parties or Seller, as applicable. (d) The Seller Indemnified Parties and the Buyer Indemnified Parties shall use commercially reasonable efforts to bring indemnity claims against any third party which has an indemnification obligation to either of them with respect to any Loss and to diligently pursue such claims until finally adjudicated. (e) Anything herein to the contrary notwithstanding, no breach of any representation, warranty or covenant contained herein shall give rise to any right on the part of any party, after the consummation of the transactions contemplated hereby, to rescind any of the Transaction Documents. (f) Anything herein to the contrary notwithstanding, no Seller Indemnified Party or Buyer Indemnified Party shall not require litigation have the right to be indemnified for any Losses to the extent they are in the nature of consequential, incidental or other extraordinary activitiesindirect damages, diminution in value damages, lost profits or punitive, special or exemplary damages (iiexcept to the extent any such damages listed in this sentence are part of a third party claim), and in particular, without limitation, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. For the avoidance of doubt, any claim arising out of the Pfizer License Agreement or the Merger Agreement shall be considered a third party claim. (g) Any Loss for which any party is entitled to indemnification under this Article VIII shall be determined without duplication of recovery by reason of the indemnified state of facts giving rise to such Loss constituting a breach of more than one representation, warranty or covenant. (h) Notwithstanding anything herein to the contrary, no Indemnified Party may attempt shall be entitled to recover from the indemnifying Party any indemnification under this Agreement before with respect to any breach of any representation, warranty or simultaneously with such efforts and (iii) no indemnification covenant if the Indemnified Party or recovery under this Agreement shall be delayed or withheld due any of its Representatives had knowledge, at any time prior to the failure Closing, of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation breach or of the underlying claim and of collection (events, circumstances or conditions constituting or resulting in such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIbreach.

Limitations. Notwithstanding anything herein to the contrary: (a) Transferor shall not Even if an Indemnified Party would otherwise be liable under Section 7.02(a)(i) entitled to indemnification for a Loss with respect to any breach ofWarranty Breach pursuant to this Agreement, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall not be indemnified for such Loss except to the extent the aggregate amount of all such Losses for Warranty Breaches eligible for indemnification pursuant to Section 10.2(a)(i) exceeds on a cumulative basis an amount equal to 2.0% $750,000 (the “Deductible”), and then the Indemnified Parties shall be entitled to indemnification only for Losses suffered or incurred by the Indemnified Parties with respect to any Warranty Breach in excess of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarDeductible; provided, however, that the aggregate amount Deductible and the provisions of all Losses for which Transferor this Section 10.3(a) shall be liable under Section 7.02(a)(i) with respect not apply to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationa Fundamental Representation. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation From and after the Closing (but subject to the provisions of another Person (a "Primary Obligor"this Article X), any indemnification of the indemnified Party Indemnified Parties pursuant to Section 10.2 (to the extent not recovered under the R&W Insurance Policy) shall use commercially reasonable efforts to recover the Loss be effected, first, by a payment made from the Primary Obligor; providedIndemnity Escrow Fund, howeverin accordance with the terms of the Escrow Agreement. There shall be no indemnification recovery pursuant to the Escrow Fund Indemnification under Section 10.2 unless written notice of a possible claim for indemnification specifying in reasonable detail those provisions alleged to have been breached is given by the claiming Indemnified Party to the Holder Representative on or before the Applicable Survival Date, it being understood that so long as such written notice is given on or prior to the Applicable Survival Date, such representations and warranties, covenants and agreements shall continue to survive solely with respect to such notified matter until such notified matter is resolved in accordance with this Article X. (c) Subject to Section 10.3(d), in no event shall the Company Indemnifying Parties be obligated to indemnify the Indemnified Parties (i) such efforts of under Section 10.2(a)(i), from any source other than the indemnified Party shall not require litigation or other extraordinary activitiesIndemnity Escrow Fund, (ii) under Sections 10.2(a)(ii)-(v), in any amount in excess of the indemnified Merger Consideration paid to such Company Indemnifying Party may attempt pursuant to recover from the indemnifying Party under this Agreement before or simultaneously Agreement, with such efforts indemnification obligations several and not joint among the Company Indemnifying Parties and (iii) no indemnification or recovery under for any Sales Tax Liabilities. (d) Notwithstanding any provision of this Agreement, nothing in this Agreement shall be delayed or withheld due to the failure of limit any Primary Obligor to have paid the indemnified claims made by an Indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by Fraud (including the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles Deductible and other costs reasonably incurred by the indemnified Party caps set forth in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"Section 10.3(c). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII).

Limitations. (a) Transferor For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) actually recovered by Buyer or the Company under applicable insurance policies and, upon the written request of the Transaction Representative, Buyer agrees to use commercially reasonable efforts to collect such Insurance Benefits, it being agreed that (i) Buyer shall not be liable required to commence a lawsuit against any insurer and (ii) all reasonable out-of-pocket expenses, and any increase in insurance premiums, incurred by Buyer in connection with or as a result of such collection efforts shall constitute Losses for which Buyer is entitled to indemnification under Section 7.02(a)(ithis Agreement, whether or not Buyer is successful in collecting such Insurance Benefits. If Buyer or the Company receives any Insurance Benefits subsequent to an indemnification payment by the Indemnitors, and provided Buyer has collected all sums due from the Indemnitors, then the amount of Losses to be recovered by Buyer shall be recalculated, taking into account the limitations of this Article 10, as if such Insurance Benefits had been received prior to the collection of any Losses under this Agreement and any excess Losses previously collected after such recalculation shall be repaid to the Escrowed Funds (if applicable), or after the release of the Escrowed Funds, such amount shall be paid the Indemnitors. (b) In calculating any Losses, there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnified Party thereof from any third Person with respect thereto; and (ii) any Tax benefit or refund to which the applicable Indemnified Party is actually entitled as a result of such Losses, which Tax benefit in the case of income Taxes shall be calculated based on the actual combined federal and state income Tax rate applicable to such Indemnified Party. Any such amounts or benefits received by an Indemnified Party with respect to any indemnity and hold harmless claim after it has received an indemnity or hold harmless payment hereunder shall be promptly paid over to the Indemnitor; 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 Indemnitor to the Indemnified Party with respect to such claim. (c) If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by any Shareholder or SEU Holder of any amount otherwise required to be paid as indemnification pursuant hereto, Buyer shall repay, promptly after such determination, any amount that any Shareholder or SEU Holder would not have had to pay pursuant hereto had such determination been made at the time of such payment. (d) Except for claims for fraud in connection with the transactions contemplated hereby and remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Article 10 shall be the sole and exclusive remedy and recourse for breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% representation, warranty, or covenant contained herein, or otherwise in respect of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtransactions contemplated hereby. (be) If No Party shall have any liability for any punitive or special damages or Losses, it being agreed that any such amounts payable to any third Person pursuant to an indemnifiable third Person claim shall constitute Losses which may be recovered by the applicable Indemnified Party. (f) No Shareholder or SEU Holder shall have any liability for any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), to the indemnified Party shall use commercially reasonable efforts to recover extent that the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation sustained or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Indemnified Party in connection with such recovery, including investigation of was accrued for on the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClosing Balance Sheet.

Limitations. Notwithstanding anything to the contrary set forth herein: (a) Transferor Neither Buyer Indemnitees nor Seller Indemnitees shall not be liable under Section 7.02(a)(i) with respect make a claim against Buyer or Sellers for indemnification pursuant to any breach of, or inaccuracy in, any Transferor Limited Representation this Article VIII unless and until the aggregate amount of all such Losses claims exceeds an amount equal to 2.0% of $50,000 (the Consideration“Deductible”), in which event Transferor Buyer Indemnitees or Seller Indemnitees may only claim indemnification for such Claims that in the aggregate are in excess of the Deductible; and (b) The maximum aggregate liability of Buyer or Sellers for Claims with respect to claims for indemnification pursuant to Section 8.02(a) or Section 8.03(a) shall be liable for all such Losses from the first dollar$2,200,000; provided, however, that the aggregate amount foregoing limitation shall not apply to any breach or alleged breach of all Losses any Fundamental Representations. (c) Subject to the limitations set forth in this Section, each of the Parties acknowledges and agrees that the foregoing provisions in this Section will be the sole and exclusive remedy for which Transferor shall be liable under Section 7.02(a)(i) money damages of the Parties with respect to any inaccuracy of representations and warranties and any breach of, or inaccuracy in, of any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationcovenants in this Agreement. (bd) If any Loss sustained by an indemnified Party is covered by an indemnitee receives insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation proceeds or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses indemnity on a claim for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party it has already received indemnity from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party indemnitee shall refund as soon as reasonably practicable thereafter pay the Net Recovery insurance or other indemnity proceeds to the indemnifying Party to the extent necessary to refund the indemnity provided by the indemnifying Party. For purposes hereof, obligations of such prior indemnificationan indemnifying Party shall be reduced by the amount of any available insurance or other indemnity proceeds so long as the insurer has no recourse against the indemnitee for amounts so paid. Notwithstanding The indemnitee will use its commercially reasonable efforts to recover under any insurance policies or indemnity or other similar agreements for any losses. (e) After the foregoingClosing, Transferor no party hereto shall not be entitled liable for any punitive, special, consequential, indirect, exemplary or remote damages (other than those required to be indemnified by paid to a third party or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIGovernmental Authority as a part of a Claim).

Limitations. Notwithstanding anything to the contrary herein: (a) Transferor Any claim by an indemnified party against any indemnifying party under this Agreement shall not be liable under Section 7.02(a)(i) with respect payable by the indemnifying party only in the event and to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate extent that the accumulated amount of all claims in respect of such Losses exceeds an indemnifying party's obligations to indemnify under this Agreement shall exceed the amount equal to 2.0% of the Consideration, $100,000 in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount (the "Indemnification Threshold"). In no event shall the aggregate total of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect ISC Indemnity Claims and PSH Indemnity Claims payable pursuant to this Agreement exceed $14,975,000 plus any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal additional capital contributions made by ISC to 10.0% of the ConsiderationPSH and less dividends and management fees previously received by ISC from PSH pursuant to this Agreement. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, party becomes aware of any breach of any representation or an indemnification, contribution warranty or similar any breach or non-fulfillment of any covenant or obligation of another Person (a "Primary Obligor")party hereunder, the party becoming so aware shall promptly notify the other party or parties of such breach or non-fulfillment and afford such other party or parties a reasonable opportunity to cure such breach or non-fulfillment prior to seeking any indemnification hereunder. An indemnified Party shall use commercially reasonable efforts party's failure to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party give timely notice shall not require litigation constitute a defense (in part or other extraordinary activities, (iiin whole) to any claim for indemnification by such party except and only to the indemnified Party may attempt extent that such failure shall result in any material prejudice to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and party. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which damages payable by an indemnifying Party is responsible under this ARTICLE VII party to an indemnified party hereunder with respect to a claim based on particular facts, circumstances or liabilities shall be reduced by the amounts actually recovered previously paid by an indemnified Party from a Primary Obligorsuch indemnifying party or its affiliates with respect to such facts, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party circumstances or liabilities to the extent of such prior indemnification. Notwithstanding recovery constitutes a double recovery for the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIsame claim.

Limitations. (a) Transferor Without prejudice to anything in this Agreement to the contrary in particular with respect the Special Indemnities, the Indemnified Party shall not be liable under Section 7.02(a)(i) with respect entitled to any breach ofindemnification under this Article VIII: (i) in respect of any individual Claim for an amount of less than EUR 75,000 (seventy five thousand euros) (de minimis threshold), it being specified that a series of Claims that are directly related to a single set of facts or inaccuracy in, any Transferor Limited Representation circumstances shall be combined for the calculation of the aforementioned de minimis threshold; and/or (ii) unless and until the aggregate amount of all such Claims exceeds the amount of EUR 1,000,000 (one million euros), which may only be applied once and shall apply cumulatively to all claims made under this Article VIII, it being specified that once this amount is reached, only the portion of Losses suffered by the Indemnified Party which exceeds an the amount equal to 2.0% of the Consideration, in which event Transferor said amount shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationindemnified. (b) If Without prejudice to the provisions of this Agreement concerning Special Indemnities, the Sellers shall be required to indemnify and hold harmless under Section 8.1 with respect to Losses only up to a maximum aggregate amount of EUR 30,000,000 (thirty million euros). (c) The Buyer and Allergan, Inc. shall be required to indemnify and hold harmless under Section 8.3 with respect to Losses incurred by the Indemnified Party only up to a maximum aggregate amount of EUR 15,000,000 (fifteen million euros). (d) In any Loss sustained case where the Indemnified Party (and, as regards the Buyer, any of the Target Company or the Subsidiaries) recovers from third parties any amount in respect of a matter with respect to which the Indemnitor has indemnified it pursuant to this Article VIII, such Indemnified Party shall, as soon as possible and no later than fifteen (15) days as from recovery of such amount, pay over to the Indemnitor the amount so recovered (after deducting therefrom the reasonable Expenses incurred by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"it in procuring such recovery), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts but not in excess of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure sum of any Primary Obligor amount previously so paid by the Indemnitor to have paid or on behalf of the indemnified Indemnified Party for in respect of such Loss. matter. (e) The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII the indemnity due by the Sellers shall be reduced by calculated as follows: - Any insurance compensation actually paid to the amounts actually recovered by an indemnified Party from a Primary ObligorTarget Company or the Buyer, net of premium increasesas applicable, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation respect of the underlying claim and indemnification of collection (such amount, a "Net Recovery")Loss shall be deducted from the amount of said Loss. - If an indemnified Party recovers from a Primary Obligor after being indemnified by amount of VAT is recoverable, any reassessment in this regard will only give rise to an indemnifying Party, the indemnified Party shall refund the Net Recovery obligation to the indemnifying Party indemnify to the extent of such prior indemnification. Notwithstanding the foregoingpenalties, Transferor late payment interest and associated sums; - Any timing difference in respect of tax, customs or social security charges shall not constitute a Loss subject to the penalties and late payment penalties due by the Target Company and/or any of the Subsidiaries; - Any Tax saving relating to a given Loss shall be deducted from the amount of said Loss; - No matter shall be the subject of a Claim to the extent that a specifically identified and sufficient allowance, provision or reserve in respect of such matter shall have been made by the Sellers for such matter (with a specific reference to the matter in question) in the Interim 2006 Financial Statements. Should the amount of such allowance, provision or reserve be insufficient to cover the entirety of the Claim, the Indemnified Party shall remain entitled to be indemnified for the portion of the Claim not covered by said allowance, provision or otherwise recover reserve. (f) The Buyer and Sellers agree that, for purposes of computing the amount of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification payment under this ARTICLE VIIArticle VIII, any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes.

Limitations. The Defending Party's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be subject to the following limitations: (a) Transferor No indemnification under Sections 13.01(a) or 13.02(a) for any Losses shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation be made by the Defending Party until the aggregate amount of all such the Asserting Party's Losses exceeds an amount equal to 2.0% two percent (2%) of the Consideration, in which event Transferor shall be liable for all such Losses from Purchase Price (the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary ObligorBASKET"), the indemnified Party and then indemnification shall use commercially reasonable efforts only be required to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Defending Party to the extent of such prior indemnification. Notwithstanding Losses that exceed 50% of the foregoingBasket, Transferor provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (b) The aggregate liability of the Defending Party under Section 13.01(a) or 13.02(a), as applicable, shall not exceed (i) thirty percent (30%) of the Purchase Price for the first twelve months after the Closing Date, and (ii) twenty percent (20%) of the Purchase Price thereafter, provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (c) The indemnification obligation of a Defending Party shall be entitled reduced to the extent of any available insurance proceeds payable to the Asserting Party, net of any increased insurance premiums becoming payable by the Asserting Party to the extent such increase is a direct result of such insurance proceeds becoming available. The Defending Party shall pay its indemnification obligations as and when required by this Article XIII and the Asserting Party shall refund to the Defending Party any such amounts determined to be indemnified by or otherwise recover in excess of the Defending Party's obligations due to reductions pursuant to this Section 13.05(c). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from any Transferred Company of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or Hoshi if such amount would otherwise. (d) Notwithstanding anything to the contrary set forth in this Agreement, Section 13.05(a) through (c) shall not apply to Purchaser's obligation to pay to Seller the Purchase Price in accordance with Article V. (e) From and after the Closing Date, the indemnification rights contained in this Article XIII shall constitute Losses for which Transferor is otherwise liable for indemnification the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under this ARTICLE VIILaw.

Limitations. (a) Transferor The foregoing indemnity and advancement of Expenses shall apply only to the extent that Indemnitee has not be liable under Section 7.02(a)(i) with respect been indemnified and reimbursed pursuant to any breach of, such insurance as the Corporation may maintain for Indemnitee’s benefit or inaccuracy in, any Transferor Limited Representation until pursuant to the aggregate amount Amended and Restated Articles of all such Losses exceeds an amount equal to 2.0% Incorporation or Bylaws of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarCorporation or otherwise; provided, however, that notwithstanding the aggregate amount availability of all Losses for which Transferor such other indemnification and reimbursement pursuant to such Corporation-maintained policies, Indemnitee may, with the Corporation’s consent, claim indemnification and advancement of Expenses pursuant to this Agreement by assigning Indemnitee’s claims under such insurance to the Corporation to the extent Indemnitee is paid by the Corporation. Furthermore, any other provision herein to the contrary notwithstanding, the Company shall not be liable under Section 7.02(a)(iobligated pursuant to the terms of this Agreement to (a) indemnify or advance Expenses to Indemnitee with respect to any Proceeding initiated or brought voluntarily by such Indemnitee and not by way of defense, except (i) with respect to actions or proceedings to establish or enforce a right to indemnity under this Agreement or any breach ofother agreement or insurance policy or under the Amended and Restated Articles of Incorporation or Bylaws now or hereafter in effect relating to a Proceeding and (ii) in specific cases in which the Board of Directors has approved the initiation or bringing of such Proceeding, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If indemnify Indemnitee for expenses and/or the payment of profits with respect to any Loss sustained short swing profit liability owed to the Corporation by an indemnified Party is covered by an insurance policyIndemnitee pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or an indemnificationany similar successor statute, contribution and the regulations promulgated thereunder, or similar obligation (c) indemnify Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, competent jurisdiction determines that (i) such efforts each of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced material assertions made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party Indemnitee in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall proceeding was not be entitled to be indemnified by made in good faith or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIwas frivolous.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in connection with the facts with respect to any breach ofwhich an Indemnitor has previously been indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an recovery), but not in excess of any amount equal previously so paid by the Indemnitor to 2.0% or on behalf of the Consideration, Indemnified Party in which event Transferor shall be liable for all respect of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationmatter. (b) If Any Indemnified Party’s right to indemnification for Losses or other remedies pursuant to this Article XI shall not be affected or deemed waived by reason of any Loss sustained by an indemnified Party is covered by an insurance policyinvestigation conducted, or an indemnification, contribution any knowledge or similar obligation information acquired (or capable of another Person (a "Primary Obligor"being acquired), by such Indemnified Party (or any Representative of such Indemnified Party or its Affiliates) at any time, whether before or after the indemnified Closing Date, relating to the facts, matters or circumstances constituting or resulting in the Breach (alleged or otherwise) of the representation, warranty, covenant or agreement giving rise to such Losses. (c) Except for remedies that cannot be waived as a matter of law, injunctive and provisional relief (including, but not limited to, specific performance) and claims based on fraud or intentional misrepresentation, if the Closing occurs, this Article XI shall be the exclusive remedy for Breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the operations of the Company Group or the Business or the sale of the Securities contemplated hereby. (d) Seller shall have no indemnity obligation under this Article XI or otherwise for any Liability or Loss arising from any Excluded Scheduled Environmental Conditions or any other Excluded Environmental Liability to the extent that Buyer conducts or grants any third party permission to conduct any environmental sampling or testing of soil, subsurface strata, surface water, groundwater, sediments or ambient air at, on, under or within any portion of any Real Property unless (x) in response to an immediate, imminent and substantial threat to human health or the environment, or (y) required under applicable Environmental Law or by a Governmental Body, or (z) done for a legitimate business purpose (including as necessary for financing purposes, in connection with the sale of the business or in the ordinary course of operations) and not for the purpose of identifying a Liability subject to Seller’s indemnity obligation herein in order to make a claim under this Article XI. (e) Notwithstanding anything in the Agreement to the contrary (including Schedule 1.1(j)), Seller shall have no liability for or indemnity obligation under this Article XI or otherwise for any Liability or Loss arising from any asbestos-containing materials except pursuant to Section 11.1(a)(vii). (f) In no event shall any indemnification obligations under this Article XI require any Indemnitor to indemnify any Indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that under this Article XI for (i) such efforts any punitive damages or special damages (to the extent similar to punitive damages), except (A) in the case of the indemnified Party shall not require litigation fraud or other extraordinary activities, (B) damages awarded by a court of competent jurisdiction to a third Person with respect to a claim made by an unaffiliated third Person or (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and any consequential damages (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorkind or nature), net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection except (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party A) to the extent reasonably foreseeable as of the time of the Breach giving rise to such prior indemnification. Notwithstanding loss, (B) in the foregoing, Transferor case of fraud or (C) damages awarded by a court of competent jurisdiction to a third Person with respect to a claim made by an unaffiliated third Person. (g) Seller shall not be entitled have any obligation to be indemnified by or otherwise recover indemnify any amount from Buyer Group Member for any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIILiability taken into account in determining the Closing Date Net Working Capital.

Limitations. (a) Transferor Notwithstanding anything herein to the contrary, no claim for indemnification pursuant to this Article 9 may be made unless the applicable Party or Indemnified Party gives notice thereof to the Indemnifying Party prior to the expiration of the applicable representation, warranty or covenant, as provided in Section 9.1; provided that the applicable representation, warranty and covenant shall not be liable survive for a period contemporaneous with the resolution of a claim for which a Party has properly asserted a claim. The amount of Losses recoverable by an Indemnified Party under Section 7.02(a)(i) this Article 9 with respect to an indemnity claim shall be reduced by (i) any breach ofproceeds actually received by such Person, as compensation for the Losses to which such indemnity claim relates, from a third party (excluding the Indemnifying Party or inaccuracy in, any Transferor Limited Representation until its Affiliates) and (ii) the aggregate amount of all any Tax savings actually realized by such Person based on the Losses exceeds an amount equal to 2.0% of which such indemnity claim relates and increased by the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all any Tax detriment actually realized by such Person based on the Losses for to which Transferor shall be liable under Section 7.02(a)(i) such indemnity claim relates. In any case where an Indemnified Party recovers from third parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified such Party pursuant to this Article 9, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered, but not in excess of any breach of, amount previously so paid by the Indemnifying Party to or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter. (b) If any Loss sustained Each of the Parties agrees that, to the fullest extent permitted by an indemnified Party is covered by an insurance policyapplicable Law, or an indemnification, contribution or similar obligation except in cases of another Person (a "Primary Obligor")fraud, the indemnified other Party shall use commercially reasonable efforts may seek recourse subject to recover and in accordance with this Article 9 only against the Loss from other Party, and the Primary Obligor; providedrespective directors, howeverofficers, that (i) such efforts employees, Affiliates, controlling Persons, agents and representatives of the indemnified other Party shall not require litigation have any personal liability or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due responsibility whatsoever to the failure claiming Party or any of its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible basis (including in contract or tort, under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"federal or state securities laws or otherwise). If an indemnified Each Party recovers from a Primary Obligor after being indemnified by an indemnifying hereby releases the other Party’s and its Affiliates’ respective directors, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoingofficers, Transferor shall not be entitled to be indemnified by or otherwise recover any amount employees, Affiliates, controlling Persons, agents and representatives from any Transferred Company such liability or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIresponsibility. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) UNDER THIS AGREEMENT EXCEPT TO THE EXTENT SUCH DAMAGES SHALL BE PAYABLE TO A THIRD PARTY.

Limitations. (a) Transferor The Indemnifying Party shall not be liable under Section 7.02(a)(i) for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with respect the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any breach and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or inaccuracy inother expenses in connection with investigating, responding to or defending any Transferor Limited Representation until Proceedings as contemplated by this Section 8, the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Indemnifying Party shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount any settlement of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Proceedings effected without its written consent if (i) such efforts settlement is entered into more than 60 days after receipt by the Indemnifying Party of the indemnified Party shall not require litigation or other extraordinary activities, such request for reimbursement and (ii) the indemnified Indemnifying Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously shall not have reimbursed such Indemnified Person in accordance with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due request prior to the failure date of any Primary Obligor to have paid the indemnified Party for such Losssettlement. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Indemnifying Party shall refund not, without the Net Recovery to the indemnifying Party to the extent prior written consent of such prior indemnification. Notwithstanding the foregoing, Transferor an Indemnified Person (which consent shall not be entitled unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to be indemnified such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or otherwise recover on behalf of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Person.

Limitations. (a) Transferor 5.1 An Indemnifying Party shall not be liable under Section 7.02(a)(iin respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) with respect or any amendment to or the withdrawal of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationpractice previously published by a Governmental Authority, in which either case occurring after the Agreement Date, in the event Transferor the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all such reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses from the first dollar; provided, however, that the aggregate amount which are subject matter of all Losses for which Transferor an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement. 5.5 The Company shall not exceed an amount equal be liable to 10.0% the Indemnified Party for any claims arising out of a breach of any of the ConsiderationSeller Warranties and/or any obligations of the Seller under this Agreement. (b) If any Loss sustained by an indemnified 5.6 The Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover any an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Transferred Company Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or Hoshi otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount would constitute Losses recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.9 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 9 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (b) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 9 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.11 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which Transferor is otherwise liable the Seller has requested for indemnification waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the Conditions Precedent mentioned in [●] of the CP Confirmation Notice have been duly fulfilled to our satisfaction; and (b) [We hereby agree to waive the Conditions Precedent set out under this ARTICLE VII[●] of the CP Confirmation Notice.] [To be retained if applicable.]

Limitations. (a) Transferor Subject to the limitations set forth in this Section 8 and except in the case of Fraud (as set forth in Section 8.11), the Parent Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 8.1(a) shall be as provided in Section 8.8. Notwithstanding anything herein to the contrary, and except in the case of Fraud (as set forth in Section 8.11), in no event shall any Participating Securityholder’s aggregate liability to the Parent Indemnified Parties for indemnification claims pursuant to this Section 8 exceed (i) an amount equal to the portion of the Aggregate Merger Consideration actually received (or, if applicable, which become payable in the case of the positive Adjustment Amount, the CR Sanjiu Payments, the Seller Note or the Contingent Payments) by such Participating Securityholder (the “Overall Securityholder Cap”), or (ii) such Participating Securityholder’s Ownership Percentage of any applicable Loss. Subject to Section 8.6(b), in no event shall Parent’s aggregate liability to the Participating Securityholders for indemnification claims pursuant to this Section 8 exceed an amount equal to the portion of the Aggregate Merger Consideration actually received (or, if applicable, which become payable in the case of the positive Adjustment Amount, the CR Sanjiu Payments, the Seller Note or the Contingent Payments) by the Participating Securityholders (the “Overall Parent Cap”). The parties acknowledge that there shall not be liable any duplicative recovery for any Losses arising from the same facts and circumstances. (b) Notwithstanding anything to the contrary contained in this Agreement, (x) no Indemnified Party shall be entitled to recover any Losses under Section 7.02(a)(i8.1(a) or Section 8.2(a) unless and until the aggregate Losses for which they would otherwise be entitled to indemnification under Section 8.1(a) or Section 8.2(a) exceed $[***] (the “Indemnity Deductible”), at which point the Indemnified Party shall become entitled to be indemnified only for such Losses in excess of the Indemnity Deductible, (y) the Parent Indemnified Parties shall be entitled to recover any Losses under Section 8.1(a) except in the case of Fraud (as set forth in Section 8.11) (A) other than Specified Representations and Tax Representations, up to but not exceeding an amount equal to $[***] and (B) with respect to any breach ofIntellectual Property Representations, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds up to but not exceeding an additional amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar$[***]; provided, however, that the aggregate amount of all Losses for which Transferor Indemnity Deductible shall be liable under Section 7.02(a)(i) with respect not apply to any Losses related to the inaccuracy in or breach ofof any of the Specified Representations, or inaccuracy inthe Tax Representations, any Transferor Limited Representation shall not exceed an amount equal Losses relating to 10.0% the disclosures set forth in Schedule 8.6(b) or in the case of the ConsiderationFraud. (bc) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses subject to indemnification under this Section 8 shall be calculated net of any insurance proceeds actually received covering such Losses that are the subject of the claim for indemnification (net of any costs of recovery and any increase in premiums). In the event that any insurance proceeds are received with respect to a Loss for which an indemnifying any Indemnified Party is responsible has been indemnified pursuant to this Section 8, then a refund equal to the amount of such insurance proceeds (net of any costs of recovery and any increase in premiums) shall be made to the Indemnifying Party that made such payments to the relevant Indemnified Party at the time of the payment of the next portion of the Aggregate Merger Consideration to the Indemnifying Party. (d) The amount of Losses subject to indemnification under this ARTICLE VII Section 8 shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, calculated net of premium increasesany Tax deduction, deductibles and other costs reasonably incurred by refund or credit available to the indemnified Parent Indemnified Party (or any of its Affiliates) arising in connection with the facts or circumstances giving rise to such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Losses to the extent actually realized in cash Tax savings (determined on a “with and without” basis, as determined by Parent in its sole discretion) in the taxable year in which such Losses occur. (e) Other than in the case of such prior indemnification. Notwithstanding any of the foregoingSpecified Representations, Transferor “material” and “Company Material Adverse Effect” or similar materiality type qualifications contained in the representations and warranties of the Company set forth in this Agreement shall be ignored under this Section 8 for purposes of determining whether or not a breach or inaccuracy of a representation or warranty has occurred and determining the amount of any Losses. (f) The representations, warranties and covenants of the Company, and the Parent Indemnified Party’s right to indemnification with respect thereto, shall not be entitled to be indemnified affected or deemed waived by reason of any investigation made by or otherwise recover on behalf of the Parent Indemnified Party (including by any amount from of its representatives) or by reason of the fact that the Parent Indemnified Party or any Transferred Company of its representatives knew or Hoshi if should have known that any such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIrepresentation or warranty is, was or might be inaccurate or by reason of the Parent Indemnified Party’s waiver of any condition set forth in Section 6.

Limitations. (a) Transferor shall not be liable The maximum liability of each Seller under Section 7.02(a)(i8.2(a) and the maximum liability of the Purchaser under Section 8.3 shall, with respect to each, not exceed the Purchase Price payable to Sellers pursuant to Section 2.3 less, in the case of each of the Sellers, any amounts recovered under the Special Policy with respect to the applicable claim (the “Indemnity Amount”). For the purposes of calculating the Indemnity Amount, all indemnification payments actually made to the Purchaser Indemnified Parties (whether for breaches of representations and warranties or otherwise) prior to or on the date of such calculation shall be combined and if the aggregate amount of such indemnification payments exceeds the applicable Indemnity Amount, no further indemnification claims by the Purchaser Indemnified Parties shall be permitted. (b) The obligations of an Indemnifying Party to defend and hold harmless an Indemnified Party pursuant to Section 8.2(a) or Section 8.3 (as the case may be) will terminate when the applicable representation, warranty, covenant or agreement expires pursuant to Section 8.1. As such and notwithstanding anything herein to the contrary, an Indemnified Party must give notice to the relevant Indemnifying Party of any claim for indemnification with respect thereto under this Article VIII in writing setting forth the specific claim and the basis therefor in reasonable detail prior to such date (if then known); provided, however, that as to Sections 8.2 and 8.3, such obligations to indemnify, defend and hold harmless will not terminate with respect to any breach ofindividual item as to which an Indemnified Party shall have, or inaccuracy inbefore the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim, if then known) to the applicable Indemnifying Party, according to the method of asserting claims established in Section 8.5. (c) An Indemnified Party shall use all commercially reasonable efforts to mitigate its Losses hereunder. Any Losses shall be computed net of any insurance proceeds (net of direct collection expenses, self-insurance costs, premiums and deductibles) actually received by the Indemnified Party on account of such Losses. For the purposes of calculating the amount of Losses hereunder, any Transferor Limited Representation until materiality, “Business Material Adverse Effect,” “materiality” or similar qualifications shall be disregarded. (d) In the aggregate amount event any Group Company suffers, incurs or otherwise becomes subject to any Losses as a result of all such Losses exceeds an amount equal to 2.0% or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation, then the Purchaser shall also be deemed, by virtue of its ownership of the ConsiderationCompany Shares, to have incurred Losses as a result of and in which event Transferor shall be liable for all connection with such Losses from the first dollarinaccuracy or breach; provided, however, that the aggregate amount of all Losses Purchaser Indemnified Parties shall only be able to recover any Loss once and, in the event the Purchaser has recovered for which Transferor such Loss, or such Loss is specifically reflected in calculations set forth on the Final Statement, pursuant to Section 2.4, the Purchaser shall not be liable under Section 7.02(a)(ientitled to recover again for such Loss. (e) This Article VIII shall not apply to matters with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed which an amount equal adjustment to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party Purchase Price is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorprovided under Section 2.4; provided, however, that (ithis Section 8.4(e) such efforts of the indemnified Party shall not require litigation affect the Purchaser’s right to indemnification for breaches of any representations, warranties, covenants (other than the covenants in Section 6.1(b)(i) and Section 6.13), or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under agreements in this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIITransaction Document.

Limitations. (a) Transferor Notwithstanding any provision contained herein, or in any other document executed by the Shareholder in connection herewith or the Arrangement Agreement, the Shareholder shall not be liable to Beacon or its predecessors, successors, parents, subsidiaries, agents, servants, employees, insurers, heirs and assigns: (i) pursuant to Section 1.2(b) for any individual claim that is less than $_______, (ii) for any claim by Beacon unless the aggregate of all claims by Beacon against the Shareholder exceeds $________, (iii) to pay cash to Beacon, it being understood that Beacon's claims for all amounts shall be satisfied by the Shareholder returning to Beacon a number of Beacon Shares equal to the amount of the Damages (valuing the Beacon Shares using the same methodology as employed under the Arrangement Agreement), (iv) for Damages exceeding the aggregate value of the Beacon Shares issued to such Shareholder (valuing the Beacon Shares using the same methodology employed under the Arrangement Agreement). (v) subject to the limitations set forth in this Section 7.02(a)(i1.4, in excess of the Shareholder's proportionate share of Damages resulting from the Shareholder's indemnification obligations set forth in Section 1.1 above. Beacon and NxtPhase agree that in the event of a claim for Damages resulting from a breach of paragraph (d) of Exhibit A, such claim for Damages shall be against all NxtPhase shareholders who have signed letter agreements for their pro-rata share of the Damages and Beacon shall not be permitted to selectively prosecute the Shareholder for its proportionate share of Damages. If Beacon or NxtPhase fail to prosecute all NxtPhase shareholders in accordance with respect the foregoing or settles, abandons, waives or compromises such claims, the Shareholder's proportionate share of Damages will be proportionately adjusted. For greater clarity, the Shareholder will not be jointly and severally liable for Damages owing by any other NxtPhase shareholder either for breaches relating to such other shareholder's title to its NxtPhase Shares, breaches of any breach ofagreement between such other shareholder and Beacon or NxtPhase, or inaccuracy in, any Transferor Limited Representation until the aggregate amount for such other claim for Damages resulting from a breach of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationthis Letter Agreement. (b) If No Indemnifying Shareholder shall have any Loss sustained by an indemnified Party is covered by an insurance policy, right of contribution against NxtPhase or an the surviving corporation after the Effective Date. (c) Recovery against the aggregate number of Beacon Shares issued to the Shareholder pursuant to the Arrangement Agreement will be the sole and exclusive remedy for satisfaction of indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts . After exhaustion of the indemnified Party shall Shareholder's indemnity, Beacon hereby agrees not require litigation to take, directly or other extraordinary activitiesindirectly, (ii) any action against the indemnified Party Shareholder or any third party that may attempt to recover from make a counterclaim against the indemnifying Party under Shareholder that would exceed the Shareholder's indemnity as provided in this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIISection 1.4.

Limitations. (a) Transferor 5.1 An Indemnifying Party shall not be liable under Section 7.02(a)(iin respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but fora change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) with respect or any amendment to or the withdrawal of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationpractice previously published by a Governmental Authority, in which either case occurring after the Agreement Date, in the event Transferor the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all such reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses from the first dollar; provided, however, that the aggregate amount which are subject matter of all Losses for which Transferor an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement. 5.5 The Company shall not exceed an amount equal be liable to 10.0% the Indemnified Party for any claims arising out of a breach of any of the ConsiderationSeller Warranties and/or any obligations of the Seller under this Agreement. (b) If any Loss sustained by an indemnified 5.6 The Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover any an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Transferred Company Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or Hoshi otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount would constitute Losses recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to: (b) Specific Indemnity Event; and (b) any fraud by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Axis Growth Avenues AIF-I and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (b) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.11 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Axis Growth Avenues AIF-I and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.10 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which Transferor is otherwise liable the Seller has requested for indemnification waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the Conditions Precedent mentioned in [●] of the CP Confirmation Notice have been duly fulfilled to our satisfaction; and (b) [We hereby agree to waive the Conditions Precedent set out under this ARTICLE VII[●] of the CP Confirmation Notice.] [To be retained if applicable.]

Limitations. (a) Transferor Nothing in this Agreement shall not be liable under Section 7.02(a)(i) with respect to limit the liability of the Company for any breach ofof any representation, warranty, covenant or inaccuracy in, any Transferor Limited Representation until agreement if the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall Merger is not exceed an amount equal to 10.0% of the Considerationconsummated. (b) If the Merger is consummated, the indemnification provisions set forth in Section 11.2 shall be the sole and exclusive remedy under this Agreement for the matters listed in the foregoing clauses (a)-(f) of Section 11.2, except in the case of fraud, willful breach or intentional misrepresentation. The Escrow Cash shall be the sole and exclusive security for Acquiror's indemnification claims under this Article 11. (c) If the Merger is consummated, notwithstanding anything contained herein to the contrary, Acquiror may not receive any Loss sustained Escrow Cash in respect of any claim for indemnification that is made pursuant to clauses (a)-(b) of Section 11.2 that does not involve fraud, willful breach or intentional misrepresentation unless and until Damages in an aggregate amount greater than $150,000 (the "DEDUCTIBLE") have been incurred, paid or properly accrued, in which case Acquiror may make claims for indemnification for only those Damages that exceed the Deductible. (d) If the Merger is consummated, notwithstanding anything to the contrary set forth herein, in determining the amount of any Damages, the amount of such Damages shall be calculated net of any insurance proceeds (net of any collection costs incurred by an indemnified Party is covered by an insurance policy, or an indemnificationAcquiror) and any indemnity, contribution or other similar obligation of another Person payment received by the Acquiror from any third party with respect thereto (a "Primary Obligor"), it being understood and hereby agreed that the indemnified Indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedcollect any available insurance proceeds and any indemnities, however, that (i) such efforts of the indemnified Party shall not require litigation contributions or other extraordinary activitiessimilar payments from third parties, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor but shall not be entitled required to be indemnified by commence litigation against any third parties). In the event that Acquiror shall collect any available insurance proceeds and any indemnities, contributions or otherwise recover other similar payments from third parties following its receipt of any Escrow Cash in respect of a claim hereunder but prior to the release of the Escrow Cash pursuant hereto, Acquiror shall redeposit into the Escrow Cash account the amounts so collected from the Escrow Cash in an amount from any Transferred Company equal to the amount of such proceeds or Hoshi if such other payments used to reduce the amount would constitute Losses for which Transferor is otherwise liable for indemnification under of Damages as set forth in the first sentence of this ARTICLE VIIparagraph.

Limitations. (a) Transferor The obligations of the Indemnifying Stockholder are subject in all instances to the following limitations notwithstanding any provision herein to the contrary (the “Express Indemnification Limits”): (i) the aggregate liability of the Indemnifying Stockholder under this ARTICLE VIII for the items set forth in Sections 8.1(a) – (c) shall not exceed the Non-Fraud Indemnification Amount; (ii) the aggregate liability of the Indemnifying Stockholder under this ARTICLE VIII for the items set forth in Section 8.1(d) (together, for this purpose, with Sections 8.1(a) – (c)) shall not exceed the Fraud Indemnification Amount; and (iii) the Indemnifying Stockholder shall have no liability with respect to any matter except to the extent the Stockholder Representative shall have been advised in writing by Acquiror in reasonable detail, to the extent then known by Acquiror, with respect to such matter prior to March 31, 2024. (b) In calculating amounts payable under this ARTICLE VIII, the amount of any indemnified Losses shall be liable determined without duplication of any other Loss for which an indemnification claim has been made under Section 7.02(a)(ithis Agreement and shall be computed net of (i) payments actually recovered by Acquiror under any insurance policy, including any R&W Insurance Policy, with respect to such Losses (after giving effect to any deductible or other reasonably incurred and documented out-of-pocket cost of recovery or increase in insurance premiums) and (ii) any other amount actually recovered previously by the applicable Acquiror Indemnified Party from any third party with respect to such Losses (after giving effect to any reasonably incurred and documented out-of-pocket cost of recovery). To the extent Acquiror obtains an R&W Insurance Policy and Acquiror or any of its Subsidiaries may reasonably seek to recover Losses indemnified under this ARTICLE VIII under any R&W Insurance Policy, Acquiror or such Subsidiary of Acquiror shall use reasonable efforts to seek recovery under such R&W Insurance Policy with respect to any such Losses in excess of the retention under such R&W Insurance Policy; provided that the Acquiror or such Subsidiary of Acquiror shall have satisfied such obligations by submitting a claim under the R&W Insurance Policy with respect to such Losses (after taking into account any deductibles, retentions or other limitations set forth herein applicable to the R&W Insurance Policy) and, for the avoidance of doubt, shall have no obligation to commence or pursue any Action against the insurer under the R&W Insurance Policy with respect to the foregoing. (c) The Indemnifying Stockholder shall not have any right of contribution against the Company, the First Step Surviving Corporation or the Surviving Corporation with respect to any breach ofby the Company of any Contractual Representation. (d) The rights to indemnification set forth in this ARTICLE VIII shall not be affected by (i) any investigation conducted by or on behalf of any Acquiror Indemnified Party or any knowledge acquired (or capable of being acquired) by any Acquiror Indemnified Party, whether before or inaccuracy inafter the date of this Agreement or the Closing Date, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to the inaccuracy or noncompliance with any breach ofrepresentation or warranty that is the subject of indemnification hereunder, or inaccuracy in, (ii) any Transferor Limited Representation shall not exceed an amount equal waiver by Acquiror of any closing condition relating to 10.0% the accuracy of the Considerationrepresentations and warranties. (be) If Except in the case of Fraud by any Loss sustained by an indemnified Party is covered by an insurance policyPerson other than the Company and claims for specific performance and except as set forth in Section 2.12, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")after the Closing, the indemnified Party rights of Acquiror under this Article VIII shall use commercially reasonable efforts be the exclusive remedy of Acquiror with respect to recover this Agreement and the Loss from Transactions contemplated hereby. (f) Notwithstanding anything to the Primary Obligor; providedcontrary in this Agreement, however, that for purposes of determining (i) such efforts whether there has been a breach of the indemnified Party shall not require litigation or other extraordinary activities, inaccuracy in any representation or warranty and (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying any Acquiror Indemnified Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not may be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIVIII, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect). (g) Any payments made to a party pursuant to this ARTICLE VIII shall be treated as an adjustment to the Merger Consideration for Tax purposes to the extent permitted by Law.

Limitations. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any compensation or benefits payable under Section 6.1 hereof, the certified public accountants of EMPLOYER who served as accountants immediately prior to a Change of Ownership or Control (athe “Certified Public Accountants”) Transferor shall determine as promptly as practical and in any event within 20 business days following a Change of Ownership or Control whether any payment or distribution by EMPLOYER to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other agreements or otherwise) (a “Payment”) would more likely than not be liable nondeductible by EMPLOYER for Federal income tax purposes because of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is, then the aggregate present value of amounts payable or distributable to or for the benefit of EMPLOYEE pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Contract Payments”) shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 6.3, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Contract Payments without causing any payment to be nondeductible by EMPLOYER because of said Section 280G of the Code. If under this Section 7.02(a)(ithe Certified Public Accountants determine that any payment would more likely than not be nondeductible by EMPLOYER because of Section 280G of the Code, EMPLOYER shall promptly give Employee notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount. EMPLOYER may elect which and how much of the Contract Payments or any other payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Contract Payments equals the Reduced Amount) and shall notify Employee promptly of such election. For purposes of this Section 6.3, present value shall be determined in accordance with respect Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon EMPLOYER and Employee and the payments to any breach ofEmployee shall commence six (6) months after Employee’s termination. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Contract Payments may have been made by EMPLOYER which should not have been made (“Overpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against EMPLOYER or inaccuracy inEmployee which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any Transferor Limited Representation until such Overpayment shall be treated for all purposes as a loan to Employee which Employee shall repay to EMPLOYER together with interest at the aggregate amount of all such Losses exceeds an amount equal to 2.0% applicable Federal rate provided for in Section 7872(f)(2)(A) of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarCode; provided, however, that the aggregate no amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect payable by Employee to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts EMPLOYER in and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such prior indemnification. Notwithstanding Underpayment shall be promptly paid by EMPLOYER to or for the foregoingbenefit of Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code, Transferor shall provided that such underpayment will not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIpaid sooner than six (6) months after Employee’s termination.

Limitations. (a) Transferor shall not be liable under With respect to the matters described in Section 7.02(a)(i9.1(a)(i): (i) Seller will have no liability with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such matters until the Buyer Indemnitees have incurred aggregate amount Losses by reason of all such breaches in excess of one-half of the retention amount under the RWI Policy in effect at the time (such amount, the “Deductible”), after which point Seller will be obligated to indemnify Buyer Indemnitees from and against all Losses exceeds exceeding the Deductible and up to an amount equal to 2.0% of that shall not exceed the Consideration, retention amount under the RWI Policy in which event Transferor shall be liable for all such Losses from effect at the first dollartime; provided, howeverthat the foregoing limitations shall not apply in respect of any Losses relating to Fraud. With respect to the matters described in Section 9.1(a)(ii) through Section 9.1(a)(iv), the aggregate maximum liability of Seller shall be the Purchase Price; provided, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation foregoing limitation shall not exceed an amount equal apply in respect of any Losses relating to 10.0% of the ConsiderationFraud. (b) If The amount of any Loss sustained Losses will be calculated net of any amounts recovered by Buyer (i) under any policy of general liability insurance (net of any deductible or retention amounts, costs of such recovery (including reasonable attorney’s fees and other reasonable out of pocket expenses) and any increase in premium or retro-premium, deductible or retention that Buyer can demonstrate are the result of such Losses) or (ii) from a third party in the form of an indemnified Party is covered by an insurance policy, or an indemnificationindemnity, contribution or similar obligation payment (net of another Person costs and expenses of such recovery (a "Primary Obligor"including reasonable attorney’s fees and other reasonable out of pocket expenses), the indemnified Party ). (c) The Buyer Indemnitees shall use commercially reasonable efforts to recover the Loss from the Primary Obligormitigate any Losses that are indemnifiable hereunder upon and after becoming aware of any event or condition that would reasonably be expected to, or does, give rise to any Losses that are indemnifiable hereunder; provided, howeverthat the failure to mitigate, that (i) such efforts of the indemnified Party if required hereby, shall not require litigation or other extraordinary activities, (ii) result in the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure loss of any Primary Obligor to have paid indemnification rights, but the indemnified Party for such Loss. The amount of any otherwise indemnifiable Losses for which an indemnifying Party is responsible under this ARTICLE VII shall resulting from such matter will be reduced by the amounts actually amount thereof that would have been prevented had such mitigation occurred. (d) With respect to the matters described in Section 9.1(b)(i), Buyer will have no liability with respect to such matters until Seller has suffered Losses by reason of all such breaches in excess of the Deductible, after which point Buyer will be obligated to indemnify Seller from and against all Losses exceeding the Deductible; provided, that the foregoing limitations shall not apply in respect of any Losses relating to (i) breaches of the Buyer Fundamental Representations or (ii) Fraud. With respect to the matters described in Section 9.1(b)(ii) and Section 9.1(b)(iii), the aggregate maximum liability of Buyer shall be the Purchase Price. (e) No Losses may be recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party any Buyer Indemnitee to the extent the amount of such prior indemnificationLosses is included in the calculation of the Purchase Price, Net Working Capital, Net Cash, or Transaction Expenses. Notwithstanding An Indemnitee may not recover duplicative Losses from an Indemnitor in respect of a single set of facts or circumstances that may give rise to a claim for a breach of more than one representation or warranty in this Agreement. For the foregoingavoidance of doubt, Transferor the foregoing shall not be entitled in any way limit the right of the Buyer Indemnitees to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIImake claims against the RWI Policy.

Limitations. If the Closing occurs, DTHC shall have no liability (afor indemnification or otherwise) Transferor shall not be liable under this Agreement, with the exception of the FSLA litigation and in the manner described in Section 7.02(a)(i) 12.2.5 of this Agreement only, unless the total of all Damages with respect to any breach ofsuch matters is at least Four Hundred Thousand and No/100 Dollars ($400,000.00), or inaccuracy init being understood that such Four Hundred Thousand and No/100 Dollars ($400,000.00) amount is to serve as a “tipping basket” (for example, any Transferor Limited Representation until once the aggregate amount indemnity claims for which DTHC would, but for the provisions of all such Losses exceeds an amount equal to 2.0% of the Considerationthis paragraph 12.5, in which event Transferor shall be liable reach Four Hundred Thousand and No/100 Dollars $400,000.00, DTHC would then be liable for all such Losses from the first dollar; providedfull Four Hundred Thousand and No/100 Dollars ($400,000.00)). If the Closing occurs, however, that the aggregate amount of all Losses DTHC shall have no liability (for which Transferor shall be liable under Section 7.02(a)(iindemnification or otherwise) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with in excess of One Million Dollars ($1,000,000), it being understood that such efforts and One Million Dollars (iii$1,000,000.00) no indemnification or recovery under this Agreement shall be delayed or withheld due amount is to the failure of any Primary Obligor to have paid the indemnified Party for such Lossserve as a total rather than a “per claim” figure. The amount of any Losses Damages shall be reduced or reimbursed, as the case may be, by any amount received by the indemnified Person or Party with respect thereto under any insurance coverage or for which any other party alleged to be responsible therefor. If an indemnified person receives an amount under insurance coverage with respect to Damages at any time subsequent to any indemnification provided by an indemnifying party, then such indemnified Person shall promptly reimburse the indemnifying Party is responsible under this ARTICLE VII for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount received by the indemnified Person. Any indemnification payments required to be made hereunder with respect to any matter shall be reduced by the amounts actually recovered amount of any economic benefits (including, income tax benefits) that are readily quantifiable and can be demonstrated to have been received by an indemnified Party from the Indemnified Person as a Primary Obligorresult of the same matter. Nothing herein shall limit the obligations under the Loan and Pledge Agreement, net of premium increasesSecurity Agreement, deductibles Multiband Secured Promissory Note, Registration Rights Agreement, Management Services Agreement, and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation agreements entered into as of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Closing pursuant to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Seller’s aggregate obligation to any breach ofindemnify the Buyer Indemnified Parties, or inaccuracy in, any Transferor Limited Representation until and ▇▇▇▇▇’s liability to the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the ConsiderationSeller Indemnified Parties, in which event Transferor shall be liable for all such Losses from the first dollar; providedeach case, howeverpursuant to this Agreement, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration$32,500,000. (b) If Under no circumstances shall any Loss sustained Party be entitled to duplicate recovery under this Agreement with respect to (i) any indemnification claim pursuant to this Article VIII, even though the facts or series of related facts giving rise to such claim may constitute a breach of more than one representation, warranty or covenant or agreement set forth herein, or in any of the agreements or instruments entered into in connection with the Closing or (ii) any adjustments to the Buyer Common Stock issuable hereunder pursuant to Section 3.3. (c) Notwithstanding the foregoing, payments by an indemnified Indemnifying Party is covered by an pursuant to this Article VIII in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment actually received by the Indemnified Party in respect of another Person (a "Primary Obligor"), the indemnified any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover the Loss from the Primary Obligor; providedunder insurance policies or indemnity, however, that (i) such efforts of the indemnified Party shall not require litigation contribution or other extraordinary activitiessimilar agreements for any Losses. (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorVIII WITH RESPECT TO, net of premium increasesNOR SHALL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoveryAND EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS WITH RESPECT TO CLAIMS UNDER THIS ARTICLE VIII AS TO CONSEQUENTIAL, including investigation of the underlying claim and of collection (such amountINDIRECT, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying PartySPECIAL, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoingPUNITIVE OR EXEMPLARY DAMAGES, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIN EACH CASE THAT ARE NOT THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY LIABILITIES ARISING AS A RESULT OF FRAUD OR IN CONNECTION WITH ANY THIRD-PARTY CLAIM TO THE EXTENT ANY SUCH DAMAGES ARE PAYABLE BY THE INDEMNIFIED PARTY TO THE APPLICABLE THIRD-PARTY.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Except in the event of the Actual Fraud of Seller, with respect to any breach ofclaim seeking recovery of Loss under Section 9.2(a), Buyer’s sole source of recovery against Seller shall be against the remaining Escrow Funds then held in the Escrow Account, and in no event will Buyer be entitled to make a claim for indemnification against, seek to recover from, or inaccuracy in, have any Transferor Limited Representation until the aggregate amount of all right to recover directly from Seller for such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationLosses. (b) If The amount of Losses payable under this ARTICLE IX by the Indemnitor shall be reduced by any Loss sustained and all amounts recovered by an indemnified Party is covered the Indemnitee under applicable insurance policies or from any other person alleged to be responsible therefor, net of any out-of-pocket expenses incurred by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorsuch Indemnitee in collecting such amount; provided, howeverthat, that (i) such efforts for the avoidance of doubt, any Loss eroding all or any part of the indemnified Party shall not require litigation deductible or other extraordinary activities, retention (iithe “R&W Deductible”) under the indemnified Party may attempt to recover from Representation and Warranty Policy obtained in connection with the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under transactions contemplated by this Agreement shall be delayed or withheld due considered a “Loss” under this Agreement and such Loss may be recovered from the Escrow Funds; provided, further, that Buyer shall be entitled to make a claim for indemnification hereunder without regard to whether Buyer is also proceeding against the Representation and Warranty Policy with respect to the failure same Losses. (c) In no event shall Buyer be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include (i) any loss, liability, damage or expense to the extent included as a liability or expense in the Financial Statements or (ii) any Losses consisting of or relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date. (d) The Indemnitee agrees that in the event of any Primary Obligor breach giving rise to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible indemnification obligation under this ARTICLE VII IX, such Indemnitee shall be reduced take and shall cause its affiliates to take, or cooperate with the Indemnitor, if so requested by the amounts actually recovered by an indemnified Party from a Primary ObligorIndemnitor, net of premium increasesin order to take, deductibles and other costs reasonably incurred by all reasonable measures to mitigate the indemnified Party in connection with such recovery, including investigation consequences of the underlying claim and of collection related breach (such amount, a "Net Recovery"including taking steps to prevent any contingent liability from becoming an actual liability). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (ai) Transferor An indemnified party shall not be liable entitled to recovery for any Loss relating to a matter covered by a reserve established for such matter on the latest financial statements of the indemnifying party delivered to the indemnified party on or before the Effective Time unless, and only to the extent that, the cumulative Loss suffered by such indemnified party exceeds the amount of such reserve. For these purposes only, the reserves of the Company on the Closing Statement shall be deemed to be a reserve of the Stockholders. (ii) An indemnified party shall not be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants and agreements made by an indemnifying party in or pursuant to this Agreement. (iii) With respect to claims for breaches by an indemnifying party of its representations and warranties, the indemnified party shall not be entitled to indemnification hereunder unless and until the aggregate of all valid claims of the indemnified party relating to breaches of representations or warranties exceeds the sum of $50,000 (the "Threshold"), and then only to the extent of the amount in excess of the Threshold. (iv) The liability of each Stockholder under this Section 7.02(a)(i) 8.01 shall be limited to the Escrow Money and the Escrow Shares (and, after the expiration of the Claims Period with respect to any a misrepresentation or breach ofof warranty with respect to the representations and warranties of the Company and the Stockholders contained in Sections 3.18, or inaccuracy in3.19 and 2.23 of this Agreement, any Transferor Limited Representation until the liability of the Stockholders shall be limited to an aggregate amount of all such Losses exceeds an amount equal to 2.0% the Escrow Money and the value of the ConsiderationEscrow Shares as of the expiration of the Claims Period, but the liability of each Stockholder in which event Transferor such case shall be liable for all such Losses from the first dollarseveral and not joint); provided, however, that any Loss of the Surviving Corporation that arises out of any act of fraud or intentional misrepresentation by the Stockholders shall not be so limited to the Escrow Money and the Escrow Shares (or the value thereof as of the expiration of the Claims Period), but the liability of each Stockholder in such case shall be several and not joint with respect to such Loss. (v) The cumulative liability of Envirogen and the Surviving Corporation under this Section 8.01 shall be limited in the aggregate to an amount equal to the amount of all Losses the Escrow Money and the value of the Escrow Shares on the Closing Date. (vi) The amounts for which Transferor an indemnifying party shall be liable under this Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% 8.01 of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure be: (A) net of any Primary Obligor tax benefit realized or to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred realized by the indemnified Party party by reason of the facts and circumstances giving rise to the indemnifying party's liability; and (B) net of any insurance proceeds received by the indemnified party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery facts giving rise to the indemnifying Party to the extent right of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration.[***] (b) If any Loss sustained The amount of Damages recoverable by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Indemnified Party under this Agreement before or simultaneously ARTICLE VI with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due respect to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII indemnity claim shall be reduced by the amounts amount of any insurance payment actually recovered received by such Indemnified Party (or an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably Affiliate thereof) with respect to such indemnity claim less any cost associated with receiving such recovery (including any reasonable expenses incurred by the indemnified Indemnified Party, the amount of any deductible and the present value of all increases or adjustments to insurance premiums arising from such insurance claim). The Buyer shall use its commercially reasonable efforts to collect insurance proceeds for any claim made by the Seller to the Buyer or by the Buyer to the Seller. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with such recovery, including investigation of the underlying any claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being for Damages for which it has already been indemnified by an indemnifying the Indemnifying Party, the indemnified Party it shall refund the Net Recovery pay to the indemnifying Party Indemnifying Party, within [***] of receiving such insurance payment, an amount equal to the extent excess of such prior indemnification. Notwithstanding (i) the foregoing, Transferor shall not be entitled to be indemnified amount previously received by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification the Indemnified Party under this ARTICLE VIIVI with respect to such claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this ARTICLE VI. (c) [***], NEITHER THE BUYER NOR THE SELLER SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY WHETHER OR NOT FORESEEABLE AT THE DATE OF THIS AGREEMENT CONNECTED WITH OR RESULTING FROM ANY BREACH AFTER THE CLOSING DATE OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY. (d) [***]the rights of the Indemnified Parties under this ARTICLE VI shall be the sole and exclusive monetary remedies of the Indemnified Parties with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement.

Limitations. Notwithstanding anything to the contrary herein: (a) Transferor shall not be liable Any claim by an indemnified party against any indemnifying party under Section 7.02(a)(ithis Agreement (other than a claim under Sections 9.4(a) with respect to any breach ofor (9.4(b), or inaccuracy inArticles V-VIII, any Transferor Limited Representation until or Sections 9.1-9.3, 9.5-9.8 and 12.15-12.18) shall be payable by the aggregate indemnifying party only in the event and to the extent that the accumulated amount of all claims in respect of such Losses exceeds an indemnifying party's obligations to indemnify under this Agreement shall exceed the amount equal to 2.0% of the Consideration, $100,000 in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of (the Consideration"Indemnification Threshold"). (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, party becomes aware of any breach of any representation or an indemnification, contribution warranty or similar any breach or non-fulfillment of any covenant or obligation of another Person (a "Primary Obligor")party hereunder, the party becoming so aware shall promptly notify the other party or parties of such breach or non-fulfillment and afford such other party or parties a reasonable opportunity to cure such breach or non-fulfillment prior to seeking any indemnification hereunder. An indemnified Party shall use commercially reasonable efforts party's failure to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party give timely notice shall not require litigation constitute a defense (in part or other extraordinary activities, (iiin whole) to any claim for indemnification by such party except and only to the indemnified Party may attempt extent that such failure shall result in any material prejudice to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and party. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which damages payable by an indemnifying Party is responsible under this ARTICLE VII party to an indemnified party hereunder with respect to a claim based on particular facts, circumstances or liabilities shall be reduced by amounts previously paid by such indemnifying party or its affiliates with respect to such facts, circumstances or liabilities to the amounts actually recovered by an extent such recovery constitutes a double recovery for the same claim. (d) Each indemnified Party from a Primary Obligorparty shall use reasonable efforts to mitigate damages with respect to claims hereunder. The indemnifying party shall, net of premium increases, deductibles and other costs reasonably incurred by upon payment to the indemnified Party in connection party of damages with such recoveryrespect to any claim, including investigation be subrogated to the rights of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery party against third parties with respect to the indemnifying Party matters forming the basis for such claim, to the extent of such prior indemnificationdamages paid. Notwithstanding The foregoing subrogation rights shall in no event permit the foregoing, Transferor shall not be entitled indemnifying party to be pursue any claims against any Affiliate of the indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIparty.

Limitations. (a) Transferor The cumulative indemnification obligation under this Article VIII of State Street shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which no event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% $157,600,000. The cumulative indemnification obligation under this Article VIII of the ConsiderationDST and its Affiliates who are party to this Agreement shall in no event exceed an amount equal to $157,600,000. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyWith respect to each indemnification obligation contained in this Agreement, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) each such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII obligation shall be reduced by any tax benefit actually realized by the Indemnified Party with respect to the indemnifiable Loss in the tax period such Loss was incurred or in the immediately subsequent tax period (determined on a “with and without” basis) and (ii) all Losses shall be net of any amounts actually that have been recovered by an indemnified the Indemnified Party from pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Losses. (c) Notwithstanding anything in the Designated Agreements or in any schedule or certificate delivered pursuant to the Designated Agreements to the contrary, in no event shall any Party have any liability under any Designated Agreements or any schedule or certificate delivered pursuant to the Designated Agreements (including under this Article VIII) for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation breach or alleged breach of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Designated Agreements or any schedule or certificate delivered pursuant to the indemnifying Party to the extent of such prior indemnificationDesignated Agreements). Notwithstanding the foregoing, Transferor the limitations set forth in this Section 8.03(c) shall not be entitled apply to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable Third Party Claims. (d) Notwithstanding anything to the contrary in this Article VIII, no Party shall make a claim for indemnification under pursuant to this ARTICLE VIIArticle VIII against an Affiliate of such Party.

Limitations. (a) Transferor The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall not be liable under Section 7.02(a)(ireduced by (i) the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such indemnity claim and by the aggregate amount of all any reasonably projected increase in insurance premiums directly attributable to such Losses exceeds indemnity claim (the “Insurance Recovery”) and (ii) the amount of (A) any tax benefit actually received in full in a single tax year or (B) the net present value of any tax benefits actually taken over multiple tax years, each as a result of an indemnification claim (individually or collectively, a “Tax Benefit”). If an Indemnified Party (or an Affiliate) receives any Insurance Recovery or Tax Benefit in connection with any claim for Damages for which it has already been fully indemnified by the Indemnifying Party, it shall pay to the Indemnifying Party, within 60 days of receiving such Insurance Recovery or Tax Benefit, as the case may be, an amount equal to 2.0% the excess, if any, of (x) the Considerationamount previously received by the Indemnified Party from the Indemnifying Party under this Article VI with respect to such claim plus the amount of any Insurance Recovery or Tax Benefit with respect to such claim over (y) the amount of Damages with respect to such claim. (b) An Indemnifying Party shall not be obligated to pay any amounts for indemnification pursuant to this Article VI until the aggregate indemnification obligation hereunder exceeds $75,000 (the “Deductible”), in which event Transferor whereupon such Indemnifying Party shall be liable for all such Losses from indemnifiable Damages incurred by the first dollarIndemnified Party; provided, however, that the aggregate amount Deductible shall not apply to claims for breach of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to Company Fundamental Representations or Buyer Fundamental Representations or any breach of, or inaccuracy in, failure to perform any Transferor Limited Representation covenant or agreement contained in this Agreement. (c) The aggregate liability of an Indemnifying Party under this Article VI shall not exceed an amount equal to 10.0% of $700,000 (the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Cap”), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Cap shall not require litigation apply to claims for breach of Company Fundamental Representations or other extraordinary activitiesBuyer Fundamental Representations, (ii) claims of fraud or willful misconduct, or any breach or failure to perform any covenant or agreement contained in this Agreement; and provided further that, notwithstanding the indemnified Party may attempt foregoing, in no event shall the aggregate liability for claims for breach of Company Fundamental Representations, Buyer Fundamental Representations or any breach or failure to recover from the indemnifying Party under perform any covenant or agreement contained in this Agreement before or simultaneously with such efforts and exceed the Purchase Price. (iiid) no indemnification or recovery under this Agreement shall be delayed or withheld due to For purposes of calculating the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably Damages incurred by the indemnified Party in connection with any such recoverymisrepresentation, including investigation breach of warranty, or nonfulfillment of any covenant or agreement, any and all references to material (or other correlative terms) shall be disregarded. (e) Except for such Damages as are expressly included in the definition thereof and except for Damages arising from Third Party Claims, no party hereto shall be entitled to indemnification for lost profits, diminution in value, or consequential, special, exemplary, punitive, indirect, incidental or special damages. (f) Except with respect to claims related to fraud, for equitable relief or arising under the Ancillary Agreements, the rights of the underlying claim Indemnified Parties under this Article VI shall be the sole and exclusive remedies of collection (such amountthe Indemnified Parties with respect to claims under, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery or otherwise relating to the indemnifying Party transactions that are the subject of, this Agreement. (g) Except to the extent such Damages arise solely from bad faith, fraud or willful misconduct of such prior indemnification. Notwithstanding the foregoingCompany or from a breach of the Company’s obligations under Section 4.8, Transferor the Company shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification any Damages arising from the preparation of the Required Financial Statements, the results therefrom (including, but not limited to, claims for breach of the representations and warranties set forth in Section 2.4, but not including a breach of any of the other representations or warranties of the Company), or the inclusion of the Required Financial Statements in any report filed by Buyer Parent with the SEC under this ARTICLE VIIthe 1934 Act or any registration statement filed by Buyer Parent under the 1933 Act.

Limitations. (a) Transferor The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall not be liable under Section 7.02(a)(ireduced by the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim, net of the amount of any breach ofreasonably projected increase in insurance premiums directly attributable to such indemnity claim (net of any expenses (including any Taxes) associated with claiming or receiving such insurance recovery)) (the “Insurance Recovery”). If an Indemnified Party (or an Affiliate) receives any Insurance Recovery 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 60 days of receiving such Insurance Recovery, an amount equal to the excess, if any, of (x) the amount previously received by the Indemnified Party from the Indemnifying Party under this Article VI with respect to such claim plus the amount of any Insurance Recovery with respect to such claim over (y) the amount of Damages with respect to such claim; provided, that, (i) no Indemnified Party shall be subject to any obligation to bring an Action against its insurance company in order to pursue recovery in respect of any indemnifiable Damages under any such insurance policy and (ii) no indemnification payment payable hereunder shall be conditioned, withheld, or inaccuracy indelayed as a result of any Indemnified Party not having sought, realized or received any Transferor Limited Representation insurance proceeds. (b) The Company shall not be obligated to pay any amounts for indemnification in respect of claims under Section 6.1(a) until the aggregate amount of all such Losses indemnification obligations hereunder exceeds an amount equal to 2.0% of $400,000 (the Consideration“Buyer Deductible”), in which event Transferor whereupon the Company shall be liable for all such Losses from indemnifiable Damages incurred by the first dollarBuyer in excess of the Buyer Deductible; provided, however, that the aggregate amount foregoing limitation shall not apply to claims for breach or inaccuracy of all Losses the Company Fundamental Representations or the representations and warranties in Section 2.3(b) or claims for which Transferor fraud. Notwithstanding the foregoing, the Company shall not be liable obligated to pay any amounts of Damages in respect of any claim under Section 7.02(a)(i6.1(a) with unless such Damages in respect to any breach of, of such claim (or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% aggregated Damages in respect of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, claims arising out of or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss resulting from the Primary Obligorsame or substantially similar facts, events or circumstances) exceed $50,000; provided, however, that (i) such efforts the foregoing limitation shall not apply to claims for breach or inaccuracy of the indemnified Party Company Fundamental Representations or the representations and warranties in Section 2.3(b) or claims for fraud. (c) The Buyer shall not require litigation or other extraordinary activitiesbe obligated to pay any amounts for indemnification in respect of claims under Section 6.2(a) until the aggregate amount of such indemnification obligations hereunder exceeds $400,000 (the “Company Deductible”), (ii) whereupon the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement Buyer shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party liable for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably all indemnifiable Damages incurred by the indemnified Party Company in connection with such recovery, including investigation excess of the underlying claim and Company Deductible; provided, however, that the foregoing limitation shall not apply to claims for breach or inaccuracy of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnificationBuyer Fundamental Representations or claims for fraud. Notwithstanding the foregoing, Transferor the Buyer shall not be obligated to pay any amounts of Damages in respect of any claim under Section 6.2(a) unless such Damages in respect of such claim (or aggregated Damages in respect of claims arising out of or resulting from the same or substantially similar facts, events or circumstances) exceed $50,000; provided, however, that the foregoing limitation shall not apply to claims for breach or inaccuracy of Buyer Fundamental Representations or claims for fraud. (d) The aggregate liability of an Indemnifying Party under this Article VI shall not exceed (i) in respect of claims for indemnification pursuant to Section 6.1(a) (other than with respect to the Company Fundamental Representations, the representations and warranties in Section 2.3(b) or fraud) or in respect of claims for indemnification pursuant to Section 6.2(a) (other than with respect to the Buyer Fundamental Representations or fraud), $5,000,000 (the “Cap”), (ii) in respect of any other claims for indemnification (other than with respect to the Authority Representations, the representations and warranties in Section 2.3(b), or fraud), $30,000,000, (iii) in respect of claims for indemnification with respect to representations and warranties in Section 2.3(b), $10,000,000, and (iv) in respect of claims for indemnification pursuant to Section 6.1(a) (with respect to the Company’s Authority Representations) or Section 6.2(b) (with respect to the Buyer’s Authority Representations), $80,000,000; provided, that nothing in this Section 6.5(d) shall apply to any Damages arising from any fraud. (e) For purposes of determining Damages incurred in connection with any breach or inaccuracy of any representation and warranty (but not the existence of such breach or inaccuracy), any and all references to “material,” “materiality,” “Material Adverse Effect” or other correlative terms shall be disregarded; provided, that, reference to “Material Adverse Effect” in Section 2.15(a) and “Buyer Material Adverse Effect” in Section 3.16(a) shall not be so disregarded. (f) Except for such Damages as are expressly included in the definition thereof, no party hereto shall be entitled to indemnification for any consequential damages that are not reasonably foreseeable or punitive damages, in each case, except if and to the extent any such damages are payable by an Indemnified Party pursuant to a Third Party Claim, and except in the case of fraud. (g) Except with respect to claims related to fraud, for equitable relief or arising under the Ancillary Agreements, the rights of the Indemnified Parties under this Article VI shall be indemnified by the sole and exclusive remedies of the Indemnified Parties with respect to claims under, or otherwise recover relating to the transactions that are the subject of, this Agreement. (h) Other than with respect to fraud, no Indemnifying Party shall have any amount from liability under this Article VI for any Transferred inaccuracy in or breach of a representation or warranty by such Indemnifying Party in this Agreement to the extent that: (a) with respect to the Company as the Indemnifying Party, any of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Hoshi if ▇▇▇▇▇ ▇▇▇▇▇▇▇ had actual knowledge prior to the date of the Agreement of all material facts related to such amount would constitute Losses matter and understood prior to the date of the Agreement that such facts constituted a breach or inaccuracy of such representation or warranty and that the Company did not have actual Knowledge of all such material facts related to such matter (it being understood that materials included in the Company’s due diligence data room prior to the date of the Agreement shall be deemed to be within the actual Knowledge of the Company for which Transferor is otherwise liable purposes of this clause (a)) and (b) with respect to the Buyer as the Indemnifying Party, either of ▇▇▇▇ ▇▇▇▇▇ or ▇▇▇ ▇▇▇▇ had actual knowledge prior to the date of the Agreement of all material facts related to such matter and understood prior to the date of the Agreement that such facts constituted a breach or inaccuracy of such representation or warranty and that the Buyer did not have actual Knowledge of all such material facts related to such matter (it being understood that materials included in the Buyer’s due diligence data room prior to the date of the Agreement shall be deemed to be within the actual Knowledge of the Buyer for purposes of this clause (b)). The right to indemnification under this ARTICLE VIIArticle VI shall not be affected by any investigation conducted by any Indemnified Party after the date hereof or Knowledge acquired (or capable of being acquired) after the date hereof by the Indemnified Party or any other Person. (i) For the avoidance of doubt, under no circumstances will any party be entitled to recover for the same Damages more than once under this Agreement or under more than one provision of this Agreement.

Limitations. Notwithstanding any other provision of this Agreement: (a) Transferor shall not neither party will be liable under Section 7.02(a)(i) with respect entitled to any make a Claim for Indemnification against the other party for a breach of, of or inaccuracy inin any representation or warranty, any Transferor Limited Representation other than a representation or warranty in subsection 3.1(cc), unless and until the aggregate amount of all such Losses the Liabilities and Claims exceeds an amount equal to 2.0% of the Consideration$500,000, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that but once the aggregate amount of all Losses the Liabilities and Claims exceeds $500,000, the Indemnifying Party shall be obliged to indemnify for the full amount of the Liabilities and Claims for which Transferor shall be liable under Section 7.02(a)(i) with respect it is obliged to any breach ofindemnify the Indemnified Party pursuant to this Agreement, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of including the Consideration.initial $500,000; and (b) If any Loss sustained by in the event that, as a result of a Claim for Indemnification, an indemnified Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (claims on a "Primary Obligor")tax return a currently realizable Tax Benefit, the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) indemnity payment in respect of such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party Claim for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Indemnification shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation amount of the underlying claim currently realizable Tax Benefit available to the Indemnified Party so that the Indemnified Party is in the same position the Indemnified Party would have been, and not in a better position or a worse position than the Indemnified Party would have been, on an after tax basis in the absence of collection (such amountthe events or circumstances that give rise to the Claim. For the purposes of this Section, a "Net Recovery")“Tax Benefit” means an amount by which the liability for taxes of the Indemnified Party (or consolidated group of corporations including the Indemnified Party) is reduced or becomes entitled to a refund in respect of Taxes, minus any liability for Taxes arising from the right to receive such indemnity payment. If an indemnified Where the Indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying (or consolidated group of corporations including the Indemnified Party) has other losses, deductions, credits or items available to it, the indemnified Party shall refund the Net Recovery Tax Benefit from any losses, deductions, credits or items relating to the indemnifying Party Claim for Indemnification shall be deemed to be realized only after the utilization of such other losses, deductions, credits or items. For purposes of this sub-section, a Tax Benefit is “currently realizable” to the extent it can be reasonably anticipated that such Tax Benefit will be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of such prior indemnificationthe Claim for Indemnification. Notwithstanding If there is a determination disallowing the foregoingTax Benefit, Transferor the Indemnifying Party shall not be entitled liable to be indemnified by the Indemnified Party for the amount of any related reduction previously allowed or otherwise recover made to the Indemnifying Party in the calculation of all Claims for Indemnification pursuant to this section, regardless of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under time limitations set out in this ARTICLE VIIAgreement.

Limitations. Notwithstanding any other provisions hereof: (a) Transferor shall not except in the case of Fraud, in no event will any Party be liable under Section 7.02(a)(ithis Agreement (for indemnification or otherwise) to any other Party or other Person for (i) any punitive or exemplary damages, except to the extent such damages are paid to a Third Party or (ii) any consequential damages, except to the extent reasonably foreseeable or paid to a Third Party; (b) the amount of Damages for which any party to this Agreement may be entitled to seek indemnification under this Agreement will be reduced by: (i) the amount of any insurance proceeds or other payment from a Third Party that is received by such party (after taking into account any actual increase in premiums payable for such insurance policies solely as a result of such recovery) with respect to such Damages; (ii) any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnificationindemnity, contribution or other similar obligation payment received or reasonably expected to be received by the Indemnified Party in respect of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorany such Damages; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Tax benefit realized or reasonably expected to be realized by the Indemnified Party is responsible under this ARTICLE VII with respect to such Damages; (c) no party hereto shall be reduced by entitled to recover any Damages relating to any matter arising under one provision of this Agreement (the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party “Subject Provision”) to the extent that such party has already recovered or claimed Damages with respect to such matter pursuant to another provision of this Agreement and recovery under such Subject Provision in a duplication of recovery with respect to such matter; (d) each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto; and (e) no Party shall be liable hereunder for any Damages based upon or arising out of any inaccuracy or breach of any of the representations or warranties contained in this Agreement if the Person who otherwise may have a claim for such Damages, or any of such Person’s Representatives, had knowledge of such inaccuracy or breach prior indemnification. Notwithstanding to the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClosing.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until Notwithstanding the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activitiesforegoing, (iia) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party indemnification is responsible under to be provided pursuant to the provisions of this ARTICLE VII Article VIII shall be reduced by (i) any amounts recovered or recoverable by the amounts actually recovered by an indemnified Indemnified Party from a Primary Obligorunder insurance policies with respect to such Loss, net of premium increasesany increased premiums or self retention payments related thereto, deductibles and other costs reasonably incurred by (ii) the indemnified amount of any actual reduction in Taxes of an Indemnified Party in connection with or its Affiliates, which are attributable to such recovery, including investigation of the underlying claim Losses and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party b) Losses shall refund the Net Recovery to the indemnifying Party not include any specific liability or reserve to the extent accrued for on the Closing Date Balance Sheet (as finally determined in accordance with Section 2.2). Any amounts payable by the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement shall be reduced to the extent that, taking into account the effect of the payment itself, the Indemnified Party actually realizes a Tax reduction attributable to a Loss; provided, that, if a Tax reduction has not been realized in the taxable period during which an Indemnifying Party makes an indemnification payment or the Indemnified Party incurs or pays any loss, the Indemnified Party shall thereafter make payments to the Indemnifying Party at the end of each subsequent taxable period to reflect the net Tax reductions subsequently realized by the Indemnified Party. (b) Notwithstanding anything to the contrary contained herein, in no event will any Seller be liable for and pay the Purchaser Protected Parties (i) under clause (a)(i) or (b)(i) of Section 8.3 on account of any breach of representations or warranties under this Agreement (except for a breach of any of the representations and warranties contained in Sections 4.1, 4.2, 4.10 (but only the first sentence thereof), 4.20(b), 5.1 or 5.3 as to which this clause (i) shall not apply) or clause (b)(vi) of Section 8.3, in each case to the extent the aggregate Losses for Indemnity Claims under such Sections exceed fifteen percent (15%) of such prior indemnificationSeller’s Pro-Rata Percentage of the Merger Consideration, (ii) with respect to Losses on account of any breach of any of the representations or warranties contained in Section 4.20(b) (but only the second and third sentences thereof) to the extent the aggregate Losses for Indemnity Claims under such Section exceed twenty five percent (25%) of such Seller’s Pro-Rata Percentage of the Merger Consideration, and (iii) with respect to Losses resulting from fraud by Target or any Seller or on account of any breach of any of the representations or warranties contained in Sections 4.1, 4.2, 4.10 (but only the first sentence thereof), 4.20(b) (but only the first sentence thereof), 5.1 or 5.3 to the extent the aggregate Losses for Indemnity Claims under such Sections, together with Indemnity Claims under clauses (i) and (ii) above, exceed such Seller’s Pro-Rata Percentage of the Merger Consideration; it being agreed that in no event will any Seller be liable for and pay the Purchaser Protected Parties in excess of such Seller’s Pro-Rata Percentage of the Merger Consideration. (c) Notwithstanding anything to the contrary contained herein, in no event will Purchaser be liable for and pay the Sellers, in the aggregate, (i) under clause (a) of Section 8.4 on account of any breach of representations or warranties under this Agreement (except for a breach of any of the representations and warranties contained in Sections 6.1, 6.2, 6.4 or 6.15 as to which this clause (i) shall not apply) to the extent the aggregate Losses for Indemnity Claims under such Sections exceed fifteen percent (15%) of the Merger Consideration, (ii) with respect to Losses on account of any breach of any of the representations or warranties contained in Section 6.15 (but only the second and third sentences thereof) to the extent the aggregate Losses for Indemnity Claims under such Section exceed twenty five percent (25%) of the Merger Consideration, and (iii) with respect to Losses resulting from fraud by Purchaser or on account of any breach of any of the representations or warranties contained in Sections 6.1, 6.2, 6.4 or 6.15 (but only the first sentence thereof) to the extent the aggregate Losses for Indemnity Claims under such Sections, together with Indemnity Claims under clauses (i) and (ii) above, exceed the Merger Consideration; it being agreed that in no event will Purchaser be liable for and pay Sellers in excess of the Merger Consideration. (d) Notwithstanding anything to the contrary contained herein, no claim for indemnification may be made under Section 8.3(a)(i) or 8.3(b)(i) on account of any breach of representations or warranties under this Agreement (except for a breach of any of the representations and warranties contained in Sections 4.1, 4.2, 5.1 or 5.3 as to which the Purchaser Deductible Amount shall not apply) or under Section 8.3(b)(vi) unless and until the Purchaser Protected Parties have incurred aggregate Losses for which the Purchaser Protected Parties are entitled to indemnification pursuant to this Agreement in excess of $300,000.00 in the aggregate (the “Purchaser Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Purchaser Deductible Amount. Notwithstanding the foregoinggenerality of the immediately preceding sentence, Transferor no claim for indemnification that may be made under Section 8.3(b)(i) on account of any breach of the representations and warranties contained in Section 4.7 to the extent that such breach consists of a Liability which was not fully shown or provided for in the Closing Date Balance Sheet shall not be count towards the Purchaser Deductible Amount unless and until the Purchaser Protected Parties have incurred aggregate Losses on account of such breaches of Section 4.7 for which the Purchaser Protected Parties are entitled to be indemnified indemnification pursuant to this Agreement in excess of the Remaining Basket in the aggregate and then only to the extent that such aggregate amount of Losses exceeds the Remaining Basket. The “Remaining Basket” shall mean the amount, if any, by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor the Closing Net Asset Position is otherwise liable for indemnification under this ARTICLE VIIless negative than negative $1,013,640.

Limitations. (a) Transferor The amount of any Losses under Section 11.02(a) or Section 11.02(b), as the case may be, shall be reduced by the net amount of any insurance proceeds actually paid to the Indemnified Party as a result of the matters underlying such claim, after upward adjustment for any premium increases attributable to the matters underlying such claim. The reduction specified in this Section 11.03(a) shall not be liable under Section 7.02(a)(iapplied to the extent insurance proceeds are paid by the Indemnified Party's self-insurance program. (b) with respect to any breach of, or inaccuracy inTo the extent permitted by Law, any Transferor Limited Representation payment made by an Indemnifying Party pursuant to this Article XI shall be treated on the Parties' Tax returns as an adjustment to the Purchase Price for all Tax purposes. The portion of any such payment that is reasonably attributable to a particular Purchased Asset shall be deemed to be an adjustment to the consideration allocated to such Purchased Asset. The portion of any such payment that is not reasonably attributable to a particular Purchased Asset shall be deemed to be an adjustment to the consideration allocated to all Purchased Assets, with such adjustment calculated on a pro rata basis. The rights to indemnification and reimbursement under this Article XI shall not be subject to set-off for any claim by any Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party's claim. (c) In the event a claim for indemnification or reimbursement under this Article XI shall have been finally determined, the amount of the related Losses shall be paid by the Indemnifying Party to the Indemnified Party on or before the thirtieth (30th) day after such final determination, by wire transfer of immediately available funds. Any claim, the Indemnifying Party's liability therefor and the amount of the related Losses shall be "finally determined" when the parties to such claim have so determined by mutual written agreement or, if disputed, when a final and non-appealable Order of a court of competent jurisdiction shall have been entered concerning such matters. Such Losses paid later than thirty (30) days after being finally determined will accrue interest at a rate equal to the lesser of 1.5% per month and the maximum interest rate allowed by applicable Laws. (d) In no event shall Sellers be liable for any Losses pursuant to Section 11.02(a)(ii) unless and until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of $1,000,000 (the Consideration"Threshold Amount"), in which event Transferor shall case Sellers shall, subject to the next sentence, be liable for all such Losses from in excess of the first dollar; provided, however, that the Threshold Amount. The cumulative aggregate amount of all Losses for which Transferor Sellers shall be liable under pursuant to Section 7.02(a)(i11.02(a)(ii) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall be one hundred million dollars ($100,000,000) if the Remaining Purchase Price is not exceed an amount equal to 10.0% of paid and one hundred five million dollars ($105,000,000) if the ConsiderationRemaining Purchase Price is paid. (be) If No Party shall be liable for consequential damages other than lost profits. Sellers shall not be liable for lost profits other than pursuant to Section 11.02(a)(ii) and the cumulative aggregate amount of lost profits for which Sellers shall be liable pursuant to Section 11.02(a)(ii) shall be twenty five million dollars ($25,000,000). Buyer shall not be liable for lost profits other than pursuant to Section 11.02(b)(ii) and the cumulative aggregate amount of lost profits for which Buyer shall be liable pursuant to Section 11.02(b)(ii) shall be twenty five million dollars ($25,000,000). No Party shall be liable pursuant to this Article XI for any Loss sustained by an indemnified Party is covered by an insurance policytreble or punitive damages, or an indemnificationfor any speculative damages, contribution or similar obligation except, in any such case, for those awarded by a court of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party competent jurisdiction in connection with such recoverya Third Party Claim asserted against an Indemnified Party. (f) The provisions of this Article XI shall constitute the Parties' sole remedies for breach of representation, including investigation misrepresentation, negligent representation and all similar causes of action accruing on or after the Closing, other than actual fraud, arising in connection with this Agreement, any Ancillary Agreement, or any of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by transactions contemplated hereby or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthereby.

Limitations. (a) Transferor No Party shall not have any liability in connection with a Surviving Agreement Default unless the Party or Parties claiming against such Party shall have delivered to such first-mentioned Party a Notice of Claim respecting such Surviving Agreement Default within two years from the date hereof. No Party shall have any liability in connection with Tax Pool Obligations unless the Party or Parties claiming against such Party shall have delivered to such first-mentioned Party a Notice of Claim respecting such Tax Pool Obligations within the earlier of: (i) 60 days following the date of a final and non-contested assessment from CRA; and (ii) six years from the date hereof. For greater certainty, a claim for Losses made under this Agreement for which a Notice of Claim has been given shall continue for the purpose of giving effect to the liability and indemnity provisions of this Agreement relating to such claim and shall be liable subject to limitations of action laws as provided for in Section 3.3. (b) Losses or compensation for which any Party is entitled to claim for under Section 7.02(a)(ithis Agreement shall be reduced by: (i) with respect any net tax benefit received or receivable or available to any breach ofsuch Party, where such net tax benefit is related to or inaccuracy in, any Transferor Limited Representation until arises as a consequence of such Losses or compensation or the aggregate payment thereof; and (ii) the amount of all such Losses exceeds an amount equal to 2.0% that are actually reimbursed by insurance proceeds, net of the Consideration, in which event Transferor shall be liable for all any co-payments and increased premiums resulting from such Losses from the first dollaror compensation; provided, however, that the aggregate amount possibility of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to receipt of any breach of, or inaccuracy in, any Transferor Limited Representation such insurance proceeds shall not exceed an amount equal delay or reduce any Party's obligations to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) pay in full such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Party's liability and indemnity obligations under this Agreement before or simultaneously with when due (subject to appropriate reimbursement to such efforts Party if and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Losswhen applicable insurance proceeds are actually received as above contemplated). The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from Upon making a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amountfull indemnity payment, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partyshall, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of the indemnity payment, be subrogated to all rights of the other Party against any third party in respect of such prior indemnificationClaim to which the indemnity payment relates. (c) No claims may be made by Old Vasogen under Section 2.2 with respect to Tax Pool Obligations unless the aggregate of any and all Tax Pool Obligations which New Vasogen would be required to indemnify and compensate Old Vasogen for (without reference to this section) exceeds $50,000. Notwithstanding If the foregoingaggregate of all such Tax Pool Obligations exceeds such $50,000 threshold, Transferor Old Vasogen shall not be entitled to claim and recover compensation for all such Tax Pool Obligations, including the amount of such $50,000 threshold, from New Vasogen. (d) The maximum aggregate liability of New Vasogen for Tax Pool Obligations shall be indemnified by $1,455,000. (e) New Vasogen shall have no liability or obligation to indemnify or otherwise recover compensate Old Vasogen in respect of any amount from Tax Pool Obligations or other reduction of Old Vasogen's Tax Pools except as provided in Section 2.2 or as a result of fraud or wilful misrepresentation. (f) Subject to its obligations in Section 2.2 hereof, New Vasogen shall have no liability or obligation to indemnify or otherwise compensate Old Vasogen in respect of any Transferred Company inability of Old Vasogen to utilize all or Hoshi any portion of the Tax Pools to reduce Old Vasogen's liability under the ITA or any comparable legislation of a Canadian province or territory for any taxation year that ends after the completion of the Arrangement. For greater certainly, New Vasogen shall have no liability or obligation to indemnify or otherwise compensate Old Vasogen if the Arrangement (exclusive of any transactions undertaken pursuant to the IPC Agreements) results in an acquisition of control of Old Vasogen under Applicable Laws. (g) To the extent a Tax Pool is adjusted where there is opposite adjustment to another Tax Pool, such adjustment will not result in any payment or liability hereunder. (h) No claims may be made by Old Vasogen relating to Taxes or any Tax Pools Amount for any period prior to the Effective Time if such amount would constitute Losses for which Transferor is otherwise liable for indemnification Taxes or a reduction of the Tax Pools Amount arise or occur as a consequence of actions of Old Vasogen taken after the Effective Date, including without limitation, the re-filing of any Tax return, making any election, or making a different choice under this ARTICLE VIIGAAP.

Limitations. The indemnification for breaches of representations or warranties provided for in subsections 9.2(a)(i) and 9.2(b)(i) shall be limited as follows: (ai) Transferor Shareholders shall not be liable required to indemnify Sussex under this Section 7.02(a)(i) with respect 9, and Sussex shall not be required to any breach ofindemnify Shareholders under this Section 9, or inaccuracy in, any Transferor Limited Representation until unless the aggregate amount for which indemnity would otherwise be required hereunder exceeds $25,000 (the "Indemnification Basket") , in which case Shareholders or Sussex, as the case may be, shall be responsible for all such indemnifiable amounts due pursuant to this Section 9 in excess of the Indemnification Basket. (ii) Any indemnifiable liability or reimbursement under this Section 9 shall be limited to the amount of actual damages (of any nature) subject to indemnification actually sustained by a party hereto, net of any applicable insurance payments actually received, other reimbursement or tax benefit actually realized by such party. (iii) If an Indemnifying Party (as such term is defined in Section 9.4 hereof) has indemnified an Indemnified Party(as such term is defined in Section 9.4 hereof) pursuant to this Agreement, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party in respect of the matter as to which the indemnity related and may pursue the same at the Indemnifying Party's expense. If an Indemnified Party obtains a recovery of all or any part of any amount that an Indemnifying Party has paid to such Losses exceeds Indemnified Party or which an Indemnifying Party has reimbursed an Indemnified Party, such Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Party an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. The obligations of the Service Company under this Section 0 are subject to the following limitations: (ai) Transferor shall not The amount of the Therapy Director’s indemnifiable Damages will be liable under Section 7.02(a)(ioffset by the amount of (x) any insurance proceeds actually recovered from insurers and (y) any indemnity, contribution or other similar payments received by the Therapy Director from any Person (including any Associated Practice) other than the Service Company (“Third-Parties”) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationDamages. (bii) If the Therapy Director receives mitigating insurance proceeds, recoveries from Third-Parties for any Loss sustained by indemnifiable Damages after an indemnified indemnification payment is made in respect of such Damages, then the Therapy Director will promptly pay to the Service Company the amount of such insurance proceeds and Third-Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), recoveries when and to the indemnified Party shall use commercially reasonable efforts extent actually received. In no event will the Therapy Director be obligated to recover remit to the Loss from the Primary Obligor; provided, however, that (i) such efforts Service Company any offsetting payment under this Section 0 in excess of the indemnified Party shall not require litigation or other extraordinary activities, (ii) amount previously paid by the indemnified Party may attempt Service Company to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and Therapy Director in respect of the underlying indemnifiable Damages. (iii) no indemnification This Section 0 notwithstanding, the Therapy Director may submit and pursue indemnity claims in accordance with this Section 0, and the Service Company will be obligated to indemnify the Therapy Director before the Therapy Director has pursued any available recovery from insurers and Third-Parties. (iv) The Service Company and the Therapy Director will take (and cause their applicable affiliates to take) all commercially reasonable steps to timely pursue any available recovery from insurers or from Third-Parties pursuant to any contractual rights to indemnification, reimbursement, offset or recovery under this Agreement shall be delayed or withheld due to the failure against such Third-Parties in respect of any Primary Obligor to have paid the indemnified Party for such Loss. indemnifiable Damages. (v) The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall Therapy Director will not be entitled to recover or make a claim for any amounts in respect of special or punitive damages, other than such damages as the Indemnitee may be indemnified by required to pay to Third-Parties as a result of the facts and circumstances underlying such indemnification claim. (vi) Nothing in this Agreement may be construed to require or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for permit indemnification of the Therapy Director to the extent not permitted under this ARTICLE VIIapplicable Law.

Limitations. (ai) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the The aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in for which event Transferor any 4Front Party shall be liable for all such Losses from pursuant to Section 10(a) shall not exceed $600,000.00 (the first dollar“Cap”); provided, however, that the aggregate amount of all Losses for which Transferor Cap shall be liable under Section 7.02(a)(i) with respect not apply to any Losses arising from any claims based on a breach of, of a representation in Section 6 of this Termination Agreement or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of claim based on the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, fraud or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure intentional misrepresentation of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying 4Front Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor the 4Front Parties will not have any liability under this Termination Agreement in excess of the total amount of the Notes Repayment Amount. (ii) The 4Front Parties shall have no liability in respect of their indemnification obligations under Section 10(a), and there shall be no claim for indemnification asserted by any Indemnified Party against a 4Front Party pursuant to Section 10(a), until the aggregate amount of Losses exceeds $20,000 (the “Deductible”). Once the aggregate amount of Losses exceeds the Deductible, the 4Front Parties shall be jointly and severally liable for all such Losses, subject to the limitation set forth in Section 10(d)(i). The Deductible shall not be entitled apply to be indemnified by or otherwise recover any amount Losses arising from any Transferred Company claims based on a breach of Section 6 of this Termination Agreement, or Hoshi if such amount would constitute any claim based on the fraud or intentional misrepresentation of any 4Front Party. (iii) Losses will be calculated net of actual recoveries under insurance policies. Each Indemnified Party recognizes that it has a common law obligation to mitigate the Losses for which Transferor it is otherwise entitled to seek indemnification under this Section 10. (iv) No Party shall be liable to any other Party for (a) punitive or exemplary damages (b) any loss of profits arising out of or resulting from an anticipated, expected, projected or actual increase in profits after the Termination Date as compared to the historical profits of Premium before the Termination Date; and (c) Losses that are not, as of the date of this Termination Agreement, the probable and reasonably foreseeable result of (i) an inaccuracy or breach by a Party of its representations and warranties under this Termination Agreement or (ii) the other matters giving rise to a claim for indemnification under this ARTICLE VIITermination Agreement, except in each case to the extent that any such Losses are required to be paid to a third party pursuant to a third party claim.

Limitations. The limitations of this Subsection (ae) Transferor shall not be liable under Section 7.02(a)(i) apply to the representations, warranties or covenants with respect to tax. (i) No party shall be liable to the other under this SECTION 10.3 for any breach of, or inaccuracy in, any Transferor Limited Representation Damages until the aggregate amount of Damages due the Indemnified Party exceeds an accumulated total of One Hundred Thousand Dollars ($100,000) in which case, the Indemnified Party shall be entitled to the amount of all such Losses exceeds Damages (including the first One Hundred Thousand Dollars of such Damages) up to a maximum aggregate amount of $31,000,000, PROVIDED, HOWEVER, that this limitation shall not apply with respect to Damages arising out of a breach of a representation or warranty contained in SECTION 4.18 nor shall the aforementioned One Hundred Thousand Dollars ($100,000) apply to Primark's payment obligations under this Agreement. (ii) The amount which any Indemnifying Party is required to pay to any Indemnified Party pursuant to SECTION 10.3 shall be reduced by any insurance proceeds actually recovered by the Indemnified Party in reduction of the Damages. In addition, if any Indemnified Party that receives insurance proceeds in respect of a Claim has been indemnified already by the Indemnifying Party, such Indemnified Party shall reimburse the Indemnifying Party from such insurance proceeds to the extent of the amount paid by the Indemnifying Party. (iii) If an Indemnitee actually receives a tax savings by reason of having incurred Damages for which Indemnitee has received a payment from the Indemnifying Party, then the Indemnitee shall reimburse the Indemnifying Party by an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtax savings. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor In no event shall not any Indemnifying Party be responsible or liable for any Damages or other amounts under Section 7.02(a)(i) with respect to any breach of, this ARTICLE IX for special or inaccuracy in, any Transferor Limited Representation until punitive damages unless such Damages are included in the aggregate amount of all such Losses exceeds an amount equal to 2.0% Damages payable in a Third Party Claim. Nothing herein shall limit the obligations of the Consideration, in which event Transferor shall be liable Indemnified Parties to mitigate damages to the extent require by applicable Law. Any request for all such Losses from indemnification of specific costs will include invoices and supporting documents containing reasonably detailed information about the first dollar; provided, however, that the aggregate amount of all Losses costs and/or damages for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationindemnification is being sought. (b) If any Loss sustained The amount of Damages recoverable by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Indemnified Party under this Agreement before or simultaneously ARTICLE IX with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due respect to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII a Claim shall be reduced by the amounts actually recovered amount of any payment received by such Indemnified Party (or an indemnified Affiliate thereof), with respect to the Damages to which such Claim relates, from an insurance carrier. An Indemnified Party shall use 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, 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; provided, that the Indemnifying Party shall be under no obligation to any Indemnified Party to purchase or maintain any insurance policy to comply with this Section 9.7(b). If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any Claim for which it has already received an indemnification payment from a Primary Obligorthe Indemnifying Party, net it shall pay to the Indemnifying Party, within thirty (30) days of premium increasesreceiving such insurance payment, deductibles and other costs reasonably incurred by an amount equal to the indemnified Party excess, if any, of: (i) the amount of the insurance payments received (but only to the extent of indemnification payments previously received in connection with such recovery, including investigation claim) over (ii) the sum of any increased insurance premiums payable by the underlying Indemnified Party as a result of such insurance claim and plus the amount of collection Damages with respect to such Claim which the Indemnified Party has become entitled to receive under this ARTICLE IX. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified c) The amount of Damages recoverable by an indemnifying Party, the indemnified Indemnified Party under this ARTICLE IX with respect to a Claim shall refund the Net Recovery be reduced to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled take into account any net Tax savings reasonably expected to be indemnified received by or otherwise recover the Indemnified Party resulting from such Damages and increased to take into account any amount net Tax costs reasonably expected to be incurred by the Indemnified Party resulting from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable payment for indemnification under this ARTICLE VIIIX. In computing the amount of any such Tax savings and costs, the Indemnified Party shall be deemed to recognize all other income gain, loss, deduction, or credit before recognizing any item arising from the incurrence or payment of any Damages subject to indemnification.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Any indemnifiable Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified the Indemnified Party from a Primary Obligorits insurance carriers in respect of such Losses, net of premium increases, deductibles and other costs reasonably incurred any amounts recovered by such party subsequent to the payment by the indemnified Indemnifying Party hereunder with respect to the same claim shall be remitted to such Indemnifying Party, except that such remittance shall not exceed the amount of the indemnification payment made by such Indemnifying Party. In no event shall an Indemnifying Party be liable for consequential or punitive damages sustained or claimed by an Indemnified Party, except to the extent such Indemnified Party has been held liable for such consequential or punitive damages under a Third Party Claim. An Indemnified Party shall take all commercially reasonable steps to mitigate Losses upon becoming aware of any event which could reasonably be expected to give rise to such Losses. Losses shall be determined after taking into account any indemnity, contribution or other similar payment received by the Indemnified Party from any third party with respect thereto. Notwithstanding anything to the contrary, Seller's liability for indemnification of Buyer Parties for all Direct Claims only (but not Third Party Claims) shall be limited to the amount of the escrow account described in Section 5.9 and Buyer's exercise of its right of offset against the consulting fee described in Section 5.14; there shall be no such limitation for Third Party Claims. From and after the Closing, except for fraud or an intentional breach of any covenant or agreement set forth in this Agreement, no party hereto shall be liable or responsible in any manner whatsoever to the other parties, whether for indemnification or otherwise, except for Indemnity as expressly provided in this Article V, which provides the exclusive remedies and causes of action of the parties hereto with respect to any matter arising out of or in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by this Agreement or otherwise recover any amount from Schedule hereto or any Transferred Company opinion or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIcertificate delivered in connection herewith.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Notwithstanding anything to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, contrary contained in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")this Agreement, the indemnified maximum liability of each Indemnifying Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed as follows: (i) indemnification for Losses as a result of or withheld arising out of General Claims, shall, for each Indemnifying Party, be limited to such Indemnifying Party’s Pro Rata Share of the Indemnification Escrow Amount and, in the event that the R&W Insurance Policy and the Indemnification Escrow Amount shall not provide full recovery of such Losses, such Indemnifying Party’s Pro Rata Share of up to an aggregate maximum amount (for all Indemnifying Parties) of Thirty Million Dollars ($30,000,000) from any payment of Earnout Consideration; (ii) indemnification for Losses as a result of or arising out of Fundamental Claims and/or Losses resulting from or arising out of Sections 9.2(a)(ii)-(xi) (“Additional Fundamental Claims”) shall, for each Indemnifying Party, be limited to the lower of (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 100% of the Purchase Price actually paid to such Indemnifying Party under this Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (iii) indemnification for Losses as a result of or arising out of IP Claims shall, for each Indemnifying Party, be limited to the failure lower of any Primary Obligor (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 30% of the Purchase Price actually paid to have paid the indemnified such Indemnifying Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (iv) indemnification for Losses as a result of or arising out of Company Fraud Claims shall, for each Indemnifying Party, be limited to the lower of (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 100% of the Purchase Price actually paid to such Indemnifying Party under this Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, and Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (v) indemnification for Losses as a result of or arising out of (A) Section 9.2(b), shall not result in any liability to any Indemnifying Party except the specific Indemnifying Party whose actions or omissions are the subject of such indemnification claim for Losses pursuant to Section 9.2(b) (the “Responsible Indemnifying Party”), (B) Company Securityholder Fundamental Claims and claims under Section 9.2(b)(ii) (“Company Securityholder Covenant Claims”) shall be reduced by limited with respect to each Responsible Indemnifying Party at the amounts Purchase Price actually recovered by an indemnified paid to such Responsible Indemnifying Party from a Primary Obligor(including, net without duplication, such Responsible Indemnifying Party’s Pro Rata Share of premium increasesIndemnification Escrow Amount, deductibles Shareholders’ Representative Expense Amount and other costs reasonably incurred by the indemnified Party in connection with any Earnout Consideration which was paid or due to such recovery, including investigation of the underlying claim Indemnifying Party) and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor C) Company Securityholder Fraud Claims shall not be entitled subject to any limitation and instead the liability of each Responsible Indemnifying Party shall not be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIlimited.

Limitations. Recovery by Indemnified Parties of their Indemnifiable Damages will be subject to the following limitations: (a) Transferor shall not be liable under Other than pursuant to Section 7.02(a)(i) 8.2(a)(vi), with respect to Indemnifiable Damages claimed pursuant to Section 8.2(a): (i) except as set forth below, no Indemnified Party shall have any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification obligations unless the aggregate amount of all such Losses Indemnifiable Damages (excluding Indemnifiable Damages pursuant to Section 8.2(a)(vi)) exceeds an amount equal to 2.0% of $5,000,000 (the Consideration“Deductible”), in which event Transferor shall be liable case the Indemnified Parties may make claims for all the amount of such Losses Indemnifiable Damages only in excess of the Deductible, subject to the conditions and other limitations of this ARTICLE VIII; and (ii) an Indemnified Party may recover its Indemnifiable Damages solely by reclaiming cash from the first dollar; providedHoldback Fund. Notwithstanding the foregoing, however(x) the Deductible shall not apply to Indemnifiable Damages pursuant to Section 8.2(a)(vi) and (y) in the case of claims under Section 8.2(a)(vi), that (A) an Indemnified Party may recover its Indemnifiable Damages directly from the Company Holders only after exhausting the available Holdback Fund and (B) the aggregate amount liability of all Losses the Company Holders for which Transferor shall be liable Indemnifiable Damages under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this ARTICLE VIII shall not exceed an the total amount equal to 10.0% of the ConsiderationMerger Aggregate Consideration actually received by such Company Holders hereunder. (b) If The Indemnified Parties shall not be entitled to recover any Loss sustained Indemnifiable Damages relating to any Indemnifiable Matter arising pursuant to one provision of this Agreement to the extent that the Indemnified Parties have already recovered the same Indemnifiable Damages with respect to such Indemnifiable Matter pursuant to any other provision of this Agreement. (c) The amount of Indemnifiable Damages payable by an indemnified Party is covered a Company Holder under this ARTICLE VIII shall be reduced by (i) any insurance proceeds received from an insurance policycarrier by the Indemnified Party with respect thereto (net of any costs or recovery, applicable deductibles, premium adjustment (retroactive or an indemnification, contribution prospective) or similar obligation of another Person (a "Primary Obligor"costs or payments), and (ii) indemnity or contribution amounts received from third parties (net of any applicable costs of recovery or collection thereof); provided that if an Indemnified Party receives insurance proceeds, indemnity or contribution amounts, after having received payment from (or on behalf of) any Company Holder with respect to any Indemnifiable Damages, such Indemnified Party shall refund such Company Holder up to the indemnified lesser of (x) the amount of the insurance proceeds received and (y) the amount of indemnification received by the Indemnified Party from the Company Holders. 77 (d) For the purpose of determining the failure of any representations or warranties to be true and correct, the breach of any covenants and agreements, and the amount of the Indemnifiable Damages pursuant to this ARTICLE VIII, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect. (e) The Indemnified Parties shall use commercially reasonable efforts to recover mitigate the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Indemnifiable Damages to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified required by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIApplicable Law.

Limitations. (a) Transferor shall not No claim may be liable under Section 7.02(a)(i) asserted nor may any Action be commenced against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; provided, that the failure of the Indemnified Party to provide reasonable details of the facts and circumstances with respect to the subject matter of such claim or Action shall not relieve the Indemnifying Party of its obligations under Article X except to the extent that such failure shall materially prejudice any defense or claim available to the Indemnifying Party. (b) Notwithstanding any other provision of this Agreement, (i) the maximum amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties arising out of or resulting from all indemnification claims (including claims based on breach ofof any of the Company Fundamental Representations) shall be an amount equal to the value of the Merger Consideration (with shares of Buyer Common Stock and Buyer Series A Preferred Stock valued in the manner set forth in Section 3.7), as adjusted pursuant to Section 3.5; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Equityholder by the Buyer Indemnified Parties arising out of or inaccuracy inresulting from all indemnification claims (including claims based on breach of any of the Company Fundamental Representations and a Principal Stockholder’s representations, warranties, covenants and agreements, including such Principal Stockholder’s Fundamental Representations) shall be an amount equal to the value of the Merger Consideration (with shares of Buyer Common Stock and Buyer Series A Preferred Stock valued in the manner set forth in Section 3.7) actually received by such Equityholder, as adjusted pursuant to Section 3.5; and (iii) the maximum amount of any Transferor Limited Representation until specific indemnifiable Loss which may be recovered from an Equityholder by the Buyer Indemnified Parties arising out of or resulting from all indemnification claims (including claims based on breach of any of the Company Fundamental Representations) under Section 10.2(b) shall be an amount equal to such Equityholder’s Consideration Portion of such Loss. There shall be no cap on the amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties for claims arising out of fraud; provided, however, that no Equityholder shall have any liability for the fraud of any other Equityholder. (c) Notwithstanding any other provision of this Agreement, (i) the aggregate liability of the Buyer to indemnify the Stockholder Indemnified Parties for Losses under Section 10.4(a) other than Losses arising from claims based on breach of any of the Buyer Fundamental Representations or fraud, shall in no event exceed an amount equal to $15,000,000, and (ii) the maximum aggregate liability of the Buyer to indemnify the Stockholder Indemnified Parties for Losses arising from claims based on a breach of the Buyer Fundamental Representations, agreements or covenants shall be an amount equal to the value of the Merger Consideration. There shall be no cap on the amount of indemnifiable Losses which may be recovered by the Stockholder Indemnified Parties arising out of fraud. (d) There shall be no liability of any Equityholder for indemnification under Section 10.2(b), unless the aggregate amount of Losses thereunder exceeds $500,000 (the “Equityholder Indemnification Threshold”), at which time the Equityholders will only be obligated to indemnify the Buyer Indemnified Parties with respect to the aggregate amount of all such Losses exceeds an amount equal to 2.0% described in Section 10.2(b) in excess of the Consideration, in which event Transferor $500,000. (e) There shall be liable no liability for all such indemnification under Section 10.4(a), unless the aggregate amount of Losses from thereunder exceeds $500,000 (the first dollar; provided“Buyer Indemnification Threshold”), however, that at which time Buyer will only be obligated to indemnify the Stockholder Indemnified Parties with respect to the aggregate amount of all such Losses for which Transferor shall be liable under described in Section 7.02(a)(i10.4(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% in excess of the Consideration$500,000. (bf) If Buyer has Knowledge of a claim for breach of a representation or warranty at Closing, Buyer must give the Representative written notice of such claim immediately prior to the Closing. (g) Liability of any Loss sustained Equityholder under this Article X for Losses which may be recovered by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss Buyer Indemnified Parties other than from the Primary Obligor; providedBuyer Holdback Fund shall be several and not joint and shall be calculated in accordance with such Equityholder’s respective Consideration Portion, howeverprovided that in no event shall an Equityholder be liable for more than the consideration actually received by such Equityholder in respect of such Equityholder’s shares of Company Common Stock, that Company Preferred Stock, Options and/or Warrants, as applicable (including any consideration subsequently disbursed to such Equityholder from the Buyer Holdback Fund). (h) The obligations of the Equityholders to indemnify the Buyer Indemnified Parties hereunder shall, notwithstanding any provision hereof to the contrary, be reduced by any Tax benefit actually realized as a result of the item or occurrence giving rise to the applicable indemnification obligation in the Tax year giving rise to the applicable indemnification obligation, as calculated on a with and without basis, and the reasonably estimated present value of any future Tax benefit, taking all facts and circumstances into account, as determined by the Accounting Firm in accordance with procedures substantially similar to those set forth in Section 3.5(b) hereof, if the parties are unable to reach agreement thereon. (i) In no event shall any Indemnified Person be entitled to recover any Losses to which such efforts fact, circumstance or event gave rise more than once. (j) In no event shall the Buyer Indemnified Parties be entitled to recover any Losses to the extent subject to a reserve or reflected in the Financial Statements. (k) Solely for purposes of determining the indemnified Party amount of Losses incurred in connection with any breach of any representation or warranty but not for purposes of determining whether a breach of such representation or warranty has occurred, the words “material” or “Material Adverse Effect” contained in such representations and warranties shall not require litigation be disregarded (l) Notwithstanding anything to the contrary herein, for purposes of determining each Equityholder’s liability or responsibility for Losses under this Article 10 (other extraordinary activitiesthan Section 10.2(a)) or for fees, costs or expenses of arbitration under Section 3.8(f), such liability or responsibility shall be allocated (i) pursuant to Section 3.7 and subject thereto to the extent covered by the Buyer Holdback Fund and (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously in accordance with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Equityholder’s respective Consideration Portion to the extent of such prior indemnification. Notwithstanding not covered by the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIBuyer Holdback Fund.

Limitations. (a) Transferor The Indemnifying Party shall not be liable under Section 7.02(a)(i) have no liability to any Indemnified Parties with respect to any breach of, of representations and warranties by any Indemnifying Party in respect of any claim or inaccuracy in, any Transferor Limited Representation until the aggregate amount series of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses claims arising from the first dollarsame or substantially similar facts or circumstances if the Losses actually suffered or incurred by such Indemnified Party in respect of such claim or series of claims is less than US$100,000; provided, however, that the aggregate amount limitation set forth in this Section 8.3(a) shall not apply to Losses related to (i) fraud or willful misconduct or (ii) any intentional breach of all Losses for which Transferor any Collective Warranties or any PAG Warranty, as applicable. (b) The Indemnifying Party shall be liable under Section 7.02(a)(i) have no liability to any Indemnified Party with respect to any breach ofof representations and warranties by the Indemnifying Party, or inaccuracy in, any Transferor Limited Representation shall not exceed an unless and until the aggregate amount equal to 10.0% of the Consideration. Losses actually suffered or incurred by such Indemnified Party (bwithout taking into account any Losses excluded pursuant to Section 8.3(a)) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person exceeds US$1,000,000 (a "Primary Obligor"the “Indemnity Threshold”), in which case the indemnified Indemnifying Party shall use commercially reasonable efforts be liable to recover the Loss from the Primary Obligor; providedsuch Indemnified Party, for all Losses, however, that the limitation set forth in this Section 8.3(b) shall not apply to Losses related to (i) such efforts of the indemnified Party shall not require litigation fraud or other extraordinary activities, willful misconduct or (ii) any intentional breach of any Collective Warranties or any PAG Warranty, as applicable. (c) The maximum aggregate liability of the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due Warrantors to the failure Indemnified PAG Parties with respect to any breach of representations and warranties by any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Warrantor shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation not exceed one hundred percent (100%) of the underlying claim sum of the Note Purchase Price and Total Share Purchase Price paid by PAG. (d) The maximum aggregate liability of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery PAG to the indemnifying Party Indemnified Warrantor Parties with respect to the extent any breach of such prior indemnification. Notwithstanding the foregoing, Transferor PAG Warranties shall not be entitled to be indemnified exceed one hundred percent (100%) of the sum of the Note Purchase Price and Total Share Purchase Price paid by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIPAG.

Limitations. (a) Transferor shall not For purposes of calculating the dollar amount of Losses to which an Indemnified Party is entitled under this ARTICLE VII in respect of the breach of any representation or warranty contained herein, the terms “material”, “materiality”, “Material Adverse Effect” and other similar qualifications contained in or otherwise applicable to such representation or warranty will be liable under disregarded. (b) No Buyer Indemnitee will be entitled to indemnification for any Buyer Losses pursuant to Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until 7.02 unless the aggregate amount of all such Buyer Losses exceeds on a cumulative basis an amount equal to 2.0% of the Consideration$5,000, in which event Transferor shall case the Buyer Indemnitees will be liable entitled to indemnification pursuant to Section 7.02 for all such Losses from Buyer Losses, including the first dollarinitial $5,000; provided, however, that the aggregate limitations set forth in this Section 7.06(b) will not apply to any claim arising out of or related to Fraud or willful misconduct. (c) The maximum amount of all indemnifiable Buyer Losses for which Transferor shall that may be liable under recovered by the Buyer Indemnitees pursuant to Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed 7.02 will be an aggregate amount equal to 10.030% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyPurchase Price, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts Buyer Losses attributable to any breach of the indemnified Party shall not require litigation or other extraordinary activitiesSpecified Representations will be limited to an amount equal to the full Purchase Price, and (ii) the indemnified no such limitations set forth in this Section 7.06(c) will apply to any claim arising out of or related to Fraud or willful misconduct. (d) Payments by an Indemnifying Party may attempt pursuant to recover from the indemnifying Party under this Agreement before Section 7.02 or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement Section 7.03 in respect of any Loss shall be delayed or withheld due limited to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Indemnified Party in connection with respect of any such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery")claim. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified The Indemnified Party shall refund the Net Recovery use its commercially reasonable efforts to the indemnifying Party recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for seeking indemnification under this ARTICLE VIIAgreement. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified 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) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance and including injunctive relief pursuant to Section 8.13), if the indemnified Party Closing occurs, this Article XI shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 11.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified a claim based on fraud. This Section 11.6(c) shall not affect the right of a party to pursue any remedy expressly permitted by any Seller Ancillary Agreement or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIBuyer Ancillary Agreement.

Limitations. (a) Transferor The rights of the Consonus Indemnified Parties, STI Indemnified Parties and Company Indemnified Parties (each an “Indemnified Party” and collectively, the “Indemnified Parties”) provided for in Section 7.2(a), Section 7.2(b) and Section 7.2(c) shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation apply unless and until the aggregate amount Consonus Related Losses or STI Related Losses, as the case may be, finally determined to be due to one or more the Indemnified Parties hereunder exceeds a cumulative aggregate of all such Losses exceeds an amount equal to 2.0% of $200,000 (the Consideration“Basket Amount”), in which event Transferor shall the Indemnified Parties shall, subject to the other limitations herein, be liable indemnified for all such Consonus Related Losses from or STI Related Losses, as the first dollar; providedcase may be, however, that including the aggregate Basket Amount. The Basket Amount is a separate amount for each of all the Consonus Related Losses for which Transferor and STI Related Losses. In no event shall be liable the Basket Amount apply to any of the Indemnified Parties rights to indemnification under Section 7.02(a)(i7.2(a), Section 7.2(b) with respect to any breach ofor Section 7.2(c) for: (i) Consonus Dissenting Share Payments or STI Dissenting Payments, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% (ii) for a breach of the Considerationrepresentations and warranties set forth in Section 2.1, Section 2.2, Section 2.4, Section 3.1, Section 3.2 and Section 3.4. (b) If The amount of any Loss sustained Consonus Losses or STI Losses, as the case may be, shall be net of any actual recovery (whether by an indemnified way of payment, discount, credit, off-set, counterclaim or otherwise) received from a third party (including any insurer) less any reasonable cost associated with receiving such recovery in respect of a claim made by the applicable Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")“Claim”) with respect thereto. To the extent that insurance or other form of recovery or reimbursement from a third party is available to the Indemnified Party to cover any item for which a Claim has been made hereunder, the indemnified Party party suffering the Loss shall use its commercially reasonable efforts to effect recovery under applicable insurance policies and warranties and otherwise pursue to conclusion available remedies or causes of action to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall its Claim as may be reduced by the amounts actually recovered by an indemnified Party available from a Primary Obligor, net of premium increases, deductibles and such other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIparty.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with the breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein until the aggregate amount for which such Indemnified Party is entitled to indemnification with respect to all such Claims for indemnification in the aggregate exceeds One Million Dollars ($1,000,000) (the "Threshold"), at which time such party shall be liable for any such excess. In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article IX, only actual losses shall be considered. The Threshold shall not be liable under Section 7.02(a)(iapply (i) with respect to Buyer's claims hereunder, as to any Claims related to (A) the Excluded Assets, (B) the Retained Liabilities or (C) any breach of, or inaccuracy in, of any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal representation or warranty relating to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iSections 2.07 (Inventory) and 2.12 (Accounts Receivable) and (ii) with respect to Seller's claims hereunder, as to any breach of, or inaccuracy in, any Transferor Limited Representation Claims related to the payment of all amounts due to Seller pursuant to Sections 1.05 (Payment of Purchase Price) and 1.05 (Post-Closing Adjustment). The Threshold shall not exceed apply as to any Claims arising from fraud committed by the Indemnifying Party against the Indemnified Party with respect to the transactions contemplated under this Agreement. The parties hereto waive as against each other any claim to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third person against an amount equal Indemnified Party in circumstances in which such Indemnified Party is entitled to 10.0% of the Considerationindemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be payable to such Indemnified Party hereunder. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary contained in this Article IX, the indemnified Party amount for which Buyer shall use commercially reasonable efforts to recover be entitled to, and Seller liable for, indemnification hereunder shall not exceed the Loss from the Primary Obligor; provided, however, that following: (i) such efforts the aggregate amount recoverable from Seller for indemnification claims arising from the representations and warranties of the indemnified Party Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall not require litigation or other extraordinary activities, exceed the excess of $25,000,000 over the Downward Adjustment Amount and (ii) the indemnified Party may attempt to recover aggregate amount recoverable from Seller for indemnification claims arising from the indemnifying Party under this Agreement before breach of any covenant by Seller or simultaneously the representations and warranties of Seller with such efforts respect to Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (iiiSoftware) no indemnification or recovery under this Agreement shall not exceed $5,000,000. Indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall be delayed or withheld due to satisfied first from the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorAccounts Receivable/Inventory Holdback Amount and, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent the Accounts Receivable/Inventory Holdback Amount is insufficient to cover any such claims (subject to the maximum allowable amounts set forth in the preceding sentence), Seller agrees to satisfy any such claims. Indemnification claims arising from the representations and warranties of such prior indemnificationSeller with respect to Sections 2.03 (Assumed Contracts) and 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall be satisfied solely from the Escrow Amount. Seller and Buyer agree that under no circumstances shall the Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of any indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable). Notwithstanding the foregoing, Transferor if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment. (c) (Accounts Receivable) shall terminate on the later of (i) ninety (90) days following the Closing or (ii) fifteen (15) days following the resolution of any dispute relating to the Audit. The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall terminate 6 months after the Closing Date. Notwithstanding the foregoing, the respective indemnification obligations of the parties hereunder shall not be entitled expire with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi Claim brought within such specified time periods until the indemnification obligation, if any, with respect to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClaim shall have been finally determined and paid.

Limitations. (a) Transferor Notwithstanding anything herein to the contrary: (i) no Buyer Indemnified Party or Vendor Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent any Buyer Indemnified Party or Vendor Indemnified Party, as the case may be, has been reimbursed for such amount under any other provision of this Agreement (including by reason of such amount having been taken into account in the determination of the Closing Cash, Closing Indebtedness, Closing Working Capital, Closing CINGSA Budgeted Capex, Closing Incremental CINGSA Capex, Closing CINGSA Unbudgeted Capex, Closing ENSTAR Budgeted Capex, Closing Incremental ENSTAR Capex or Closing ENSTAR Unbudgeted Capex pursuant to Section 2.8); (ii) if Closing occurs, (A) to the extent not arising out of or in connection with a breach of any representation or warranty made in Article 3, Article 4 or Article 6, in no event shall any Party be liable under this Article 12 for any exemplary, punitive, special, consequential or indirect damages, or damages measured by lost profits or diminution of value or any loss of goodwill or possible business after the Closing, whether actual or prospective, except to the extent any such damages (x) are included in any Third-Party Claim against an Indemnified Party for which such Indemnified Party is entitled to indemnification under this Agreement or (y) other than exemplary, punitive, special, consequential or indirect damages, are the direct and reasonably foreseeable result of such breach or the matter giving rise to the applicable claim for indemnification under this Article 12, and (B) solely to the extent arising out of or in connection with a breach of any representation or warranty made in Article 3, Article 4 or Article 6, in no event shall any Party be liable under this Article 12 for any punitive damages other than penalties imposed by a Tax Authority; (iii) Vendor shall not be liable under Section 7.02(a)(ifor any Losses: (i) to the extent such Losses arise out of any voluntary act, omission, transaction or arrangement carried out by or on behalf of Buyer or any of its Affiliates after the date hereof; or (ii) suffered or incurred by any Conveyed Entity or by Vendor, APC, or NewCo, as applicable (each in respect of the Conveyed Entity Assets) prior to the Closing Date to the extent arising out of or in connection with a matter that is resolved or cured prior to the Closing Date; and (iv) the aggregate liability of Vendor to the Buyer Indemnified Parties for Losses with respect to any breach of, by Vendor or inaccuracy in, any Transferor Limited Representation until its Affiliates (including the aggregate amount Conveyed Entities) or Representatives of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 8.9 shall not exceed an amount equal to 10.0% of the Considerationout-of-pocket fees and expenses incurred by the Buyer Indemnified Parties in connection with undertaking the Debt Financing. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Each Indemnified Party shall use commercially reasonable efforts to recover mitigate his, her or its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so use commercially reasonable efforts to mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss from that reasonably would have been avoided had the Primary Obligor; provided, however, that (i) Indemnified Party made such efforts efforts. Without limiting the generality of the indemnified foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or would reasonably be expected to result in an indemnifiable Loss or a Third-Party Claim for which the Indemnifying Party may be required to indemnify such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly; provided that failure to so provide such notice shall not require litigation or other extraordinary activitiesrelieve the Indemnifying Party of its indemnification obligations except, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party only to the extent that, as a result of such prior indemnification. Notwithstanding failure, the foregoing, Transferor shall not be entitled to be indemnified Indemnifying Party was prejudiced by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIfailure.

Limitations. Notwithstanding any other provision of this Agreement: (a) Transferor The Seller Indemnified Parties and the Buyer Indemnified Parties shall not be liable under Section 7.02(a)(iuse commercially reasonable efforts to mitigate any Losses. (b) Each Party acknowledges and agrees that the sole and exclusive monetary remedy with respect to any and all claims (other than claims of fraud or intentional misrepresentation) relating to this Agreement, whether stated in terms of breach ofof contract, breach of representation and warranty, indemnification, or inaccuracy inotherwise, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from pursuant and subject to the first dollarindemnification provisions set forth in this Article 10; provided, however, that nothing herein shall limit the aggregate amount rights of all Losses any Party to seek and obtain injunctive, equitable or similar relief of any kind. Any liability for which Transferor shall indemnification under this Agreement will be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% determined without duplication of recovery by reason of the Considerationstate of facts giving rise to the liability constituting the breach of more than one representation, warranty, covenant or agreement. (bc) If any Loss sustained by an indemnified No Seller Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Buyer Indemnified Party shall use commercially reasonable efforts be entitled to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of any insurance proceeds to which any such prior person is entitled with respect the matters giving rise to the claim for indemnification. (d) All amounts recoverable by the Buyer Indemnified Parties from the Seller Indemnifying Parties or by the Seller Indemnified Parties from the Buyer, as the case may be, shall be net of tax benefits received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, on account of any Losses subject to indemnification hereunder. Notwithstanding In the foregoingevent the tax benefits cannot reasonably be determined with certainty at the time the indemnification payments are otherwise due and payable hereunder, Transferor the Seller Indemnifying Parties or Buyer, as the case may be, shall not be entitled delay payment hereunder on account of such uncertainty and the Parties agree to be indemnified negotiate in good faith a reasonable estimate of the tax benefits in order to permit the Seller Indemnifying Parties’ or Buyer’s, as the case may be, timely payment of all indemnification amounts hereunder. To the extent the Seller Indemnifying Parties indemnify any Buyer Indemnified Party or the Buyer indemnifies any Seller Indemnified Party, as the case may be, on any claim referred to in the previous sentence, Buyer Indemnified Party or the Seller Indemnified Party shall, to the extent applicable, pay to the Seller Indemnifying Parties or the Buyer, respectively, the amount of any net tax benefits subsequently determined to have been received by the Buyer Indemnified Parties or otherwise recover any amount from any Transferred Company the Seller Indemnified Parties on account of the Losses with respect to which indemnification was paid by the Seller Indemnifying Parties or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe Buyer.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Notwithstanding anything contained herein to any breach ofthe contrary, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal no party to 2.0% of the Consideration, in which event Transferor this Agreement shall be liable to any other party for all such Losses from the first dollarconsequential, special, exemplary, or punitive damages; provided, however, that the aggregate amount of all Losses for which Transferor an Indemnifying Party under this Agreement shall be liable to an Indemnified Party under Section 7.02(a)(i) this Agreement for all Third Party Claim amounts that include any of the foregoing types of damages. All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds received by the Indemnified Party as a result of the Adverse Consequences for which the Indemnified Party is seeking indemnification. Each party agrees to use reasonable commercial efforts to realize such insurance benefits. The maximum aggregate indemnification obligation of any Party with respect to any breach of, and all claims under this Agreement or inaccuracy in, any Transferor Limited Representation pursuant to the Transactions shall be capped at and shall not exceed an amount equal $18,500,000 (taking into account all indemnification payments previously made by such Party), except that indemnification obligations solely pursuant to 10.0% Section 8(b)(ii)(A) shall not be limited by this provision. Unless total Adverse Consequences for which a Party is entitled to indemnification pursuant to Section 8 exceed $185,000, such Party shall not be entitled to indemnification for such Adverse Consequences, except that indemnification obligations solely pursuant to Section 8(b)(ii)(B) shall not be limited by this provision. Each Party’s indemnification obligation with respect to a representation and warranty shall terminate upon the expiration and termination of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"representation and warranty pursuant to Section 8(a), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that if a Party asserts a claim for indemnification pursuant to Section 8(c) based on a breach of a representation and warranty in this Agreement prior to the expiration and termination of such representation or warranty, then with respect to the representation and warranty upon which such indemnification is based, the survival period of such representation and warranty shall be extended and shall not terminate with respect to such indemnification claim only until such claim is resolved. The indemnification obligations in Section 8(b)(ii)(B) and (iiv) such efforts shall terminate upon the fourth anniversary of the indemnified Closing Date; provided, however, that if a Party asserts a claim for indemnification pursuant to Section 8(c) based on Section 8(b)(ii)(B) or (iv), as applicable, prior to the fourth anniversary of the Closing Date, then with such indemnification claim, the survival period of such representation and warranty shall be extended and shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt terminate with respect to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for claim only until such Loss. The amount of any Losses for which an indemnifying Party claim is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIresolved.

Limitations. Notwithstanding the foregoing, if during the Exclusivity Period a Party becomes a Competing Party as a result of a Change of Control of such Party with a third party acquiror that, as of the effective closing of such transaction, is (aitself or through any of its Affiliates) Transferor engaged in the conduct of a Competing Program (such third party, an “Acquiror Affiliate”, and a Competing Program engaged in by an Acquiror Affiliate an “Affiliate Competing Program”) then such Acquiror Affiliate shall have the right to continue such Competing Program and such continuation shall not be liable under constitute a breach by the Competing Party of its exclusivity obligation set forth in this Section 7.02(a)(i) with respect to any breach of4.9, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that provided that: (i) such efforts Acquiror Affiliate conducts such Affiliate Competing Program independently of the indemnified Party shall not require litigation activities under this Agreement or other extraordinary activities, any Transaction Document; (ii) such Acquiror Affiliate does not use any Restricted Technology or confidential information of the indemnified Competing Party may attempt to recover from or other Party in the indemnifying Party under this Agreement before or simultaneously with conduct of such efforts Affiliate Competing Program; and (iii) no indemnification such Acquiror Affiliate and the Competing Party institute and enforce effective technical and administrative safeguards, including procedures in writing, to ensure the requirements set forth in this Section 4.9 are met, including creating “firewalls” between, on the one hand, the scientific personnel working on such Affiliate Competing Program and, on the other hand, the scientific personnel teams charged with working on other programs of the Competing Party or recovery under this Agreement shall be delayed otherwise having access, prior to or withheld due after the Closing Date, to any confidential information of the other Party. Additionally, notwithstanding anything to the failure contrary herein, each of any Primary Obligor to have paid Agent, Stockholders and/or Buyer Transferee agrees that: (A) in the indemnified Party for such Loss. The amount event an Acquiror Affiliate of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Agent, Stockholders and/or Buyer Transferee performs a Competing Program, then each of Agent, Stockholders and/or Buyer Transferee shall be reduced by segregate the amounts actually recovered by an indemnified Party Agent and the Departed Employees from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent performance of such prior indemnification. Notwithstanding the foregoingAffiliate Competing Program and (B) Agent, Transferor Stockholders and/or Buyer Transferee shall not be entitled deemed to be indemnified by undergo a Change of Control for purposes of this Section 4.9(c) if Agent (including any of members of Agent’s immediate or extended family) owns or otherwise recover holds [***] or more of the equity securities (or any amount from any Transferred Company securities or Hoshi if debt convertible into equity securities) of such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAcquiror Affiliate immediately prior to or after such Change of Control.

Limitations. Notwithstanding anything herein to the contrary: (a) Transferor shall not be liable under Except for Losses relating to a breach of Section 7.02(a)(i) with respect to any breach of7.10 (Restrictive Covenants), or inaccuracy in, any Transferor Limited Representation until the aggregate amount liability of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable each Seller under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement shall not exceed an amount equal to 10.0% the portion of the ConsiderationClosing Consideration paid to such Seller pursuant to Article II (Purchase and Sale). (b) If Each Person providing indemnification pursuant to this Article X is referred to herein as an “Indemnifying Party,” and each Person being indemnified pursuant to this Article X is referred to herein as an “Indemnified Party.” For purposes of determining the liability of any Loss sustained by an indemnified Indemnifying Party is covered by an under this Article X for any Losses, appropriate reductions shall be made to reflect the recovery pursuant to any insurance policy, policy or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")other than an Affiliate of such Indemnified Party) actually received by any Indemnified Party in respect of such Loss, net of any reasonable and documented costs or expenses incurred in connection with recovering such amount or any amount of increased premium. If an indemnification payment is received by any Indemnified Party, and such Indemnified Party within one year of its receipt recognizes insurance or other recoveries, as described in the indemnified immediately preceding sentence, in respect of the related Losses or indemnification payments that were not previously accounted for with respect to such Losses or indemnification payments when made, such Indemnified Party shall use commercially reasonable efforts promptly notify the Indemnifying Party, and promptly, but in any event no later than five (5) Business Days after delivery of such notice by such Indemnified Party, pay to recover the Loss from Indemnifying Party an amount equal to the Primary Obligor; providedlesser of (A) any such insurance or other recoveries, however, that net of such costs or expenses referred to above and (iB) such efforts the actual amount of the indemnified indemnification payments previously paid by the Indemnifying Party shall not require litigation or other extraordinary activities, with respect to such Losses. (iic) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due Notwithstanding anything herein to the failure of any Primary Obligor to have paid contrary, in all cases determining whether a breach has occurred and the indemnified Party for such Loss. The amount of any Losses for which Losses, in each case, with respect to any breach of an indemnifying Party is responsible under this ARTICLE VII Indemnification Representation by a Seller, such Indemnification Representations shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorread without regard to any materiality qualifier (including any reference to “material”, net of premium increases, deductibles “material adverse effect” “Material Adverse Effect” and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim similar exceptions and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIqualifiers and similar thresholds) contained therein.

Limitations. Notwithstanding anything in this Purchase and Sale Agreement to the contrary, (a) Transferor in no event shall any Seller Indemnified Party or Purchaser Indemnified Party have any liability for, or Losses be deemed to include, any special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of whether the other Party shall be advised, shall have reason to know, or in fact shall know of the possibility of such damages suffered or incurred by any such Seller Indemnified Party or Purchaser Indemnified Party in connection with this Purchase and Sale Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, except to the extent any such damages are actually paid to a Third Party in accordance with Section 8.3 and (b) the Seller shall not be liable have any liability under Section 7.02(a)(i8.1 in excess of an amount equal to TWO HUNDRED AND FORTY MILLION DOLLARS ($240,000,000) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until less the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced Purchased Royalties actually received by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnificationPurchaser. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 8.7 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The Parties acknowledge and agree that (a) the Purchaser’s Losses, if any, for any indemnifiable events under this Purchase and Sale Agreement will typically include Losses for Purchased Royalties that the Purchaser was entitled to receive in respect of its ownership of the Purchased Royalties but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 8.7, the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Royalties that the Purchaser was entitled to receive in respect of its ownership of the Purchased Royalties as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Royalties shall not be entitled to be indemnified by deemed special, punitive or otherwise recover exemplary damages, or lost profits for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under purpose of this ARTICLE VIIPurchase and Sale Agreement.

Limitations. (a) Transferor shall not The amount of any Liabilities for which indemnification is provided under this Agreement will be liable net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including, without limitation, amounts actually recovered under Section 7.02(a)(iinsurance policies) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such Liabilities. Any Indemnifying Party hereunder will be subrogated to the aggregate rights of the Indemnified Party upon payment in full of the amount of all such Losses exceeds the relevant indemnifiable Liabilities. An insurer who would otherwise be obligated to pay any claim will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount equal from a third Person in respect of Liabilities for which indemnification is provided in this Agreement after the full amount of such indemnifiable Liabilities has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Liabilities and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Liabilities, then the Indemnified Party will promptly remit to 2.0% the Indemnifying Party the excess (if any) of (I) the sum of the Consideration, amount theretofore paid by such Indemnifying Party in which event Transferor shall be liable for all respect of such Losses indemnifiable Liabilities plus the amount received from the first dollar; providedthird Person in respect thereof, however, that less (II) the aggregate full amount of all Losses for which Transferor shall be liable under Section 7.02(a)(isuch indemnifiable Liabilities and any previously unpaid or unreimbursed expenses (including reasonable attorney's fees) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an incurred by such Indemnified Party in collecting such amount equal to 10.0% of the Considerationfrom such third Person. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Any indemnification payment made under this Agreement before will be characterized for Tax purposes as a contribution or simultaneously distribution made prior to the completion of the Initial Public Offering or payment of an assumed or retained liability, as applicable. (c) Notwithstanding anything to the contrary in Section 5.1 or Section 5.2, indemnification with such efforts respect to Taxes shall be governed exclusively by the Tax Sharing Agreement. (d) Worldwide's and (iii) no indemnification or recovery Tronox's indemnity obligations under Sections 5.1 and 5.2 of this Agreement shall be delayed reduced to reflect any Tax Benefit (as defined below) realized, in the year in which the indemnity payment is required to be made or withheld due in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in a prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the failure Indemnifying Party the amount of such Tax Benefit. For purposes of this Agreement, "Tax Benefit" means any Primary Obligor deduction, amortization, exclusion from income or other allowance that actually reduces in cash the amount of Tax Parent, Tronox or their respective Affiliates (as applicable) would have been required to pay (or actually increases in cash the amount of Tax refund to which Parent, Tronox or their respective Affiliates (as applicable) would have paid been entitled) in the indemnified Party for such Lossabsence of the item giving rise to the indemnity claim. The For purposes of determining the amount of any Losses for which payment due to an indemnifying Indemnified Party is responsible under pursuant to this ARTICLE VII Section 5.4(d), Parent, Tronox and their respective Affiliates shall be reduced by the amounts actually recovered by an indemnified Party deemed to use all other deductions, amortizations, exclusions from a Primary Obligor, net of premium increases, deductibles and income or other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection allowances (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of that such prior indemnification. Notwithstanding the foregoingdeductions, Transferor shall not be amortizations, exclusions from income or other allowances are entitled to be indemnified by or otherwise recover used under applicable Tax law) prior to the use of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for Tax Benefits in respect of which Transferor the Indemnifying Party is otherwise liable for indemnification under this ARTICLE VIIobligated to pay the Indemnified Party hereunder. (e) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5.4(e).

Limitations. (a) Transferor shall not The amount of any Liabilities for which indemnification is provided under this Agreement will be liable net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including, without limitation, amounts actually recovered under Section 7.02(a)(iinsurance policies) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such Liabilities. Any Indemnifying Party hereunder will be subrogated to the aggregate rights of the Indemnified Party upon payment in full of the amount of all such Losses exceeds the relevant indemnifiable Liabilities. An insurer who would otherwise be obligated to pay any claim will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount equal from a third Person in respect of Liabilities for which indemnification is provided in this Agreement after the full amount of such indemnifiable Liabilities has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Liabilities and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Liabilities, then the Indemnified Party will promptly remit to 2.0% the Indemnifying Party the excess (if any) of (I) the sum of the Consideration, amount theretofore paid by such Indemnifying Party in which event Transferor shall be liable for all respect of such Losses indemnifiable Liabilities plus the amount received from the first dollar; providedthird Person in respect thereof, however, that less (II) the aggregate full amount of all Losses for which Transferor shall be liable under Section 7.02(a)(isuch indemnifiable Liabilities and any previously unpaid or unreimbursed expenses (including reasonable attorney’s fees) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an incurred by such Indemnified Party in collecting such amount equal to 10.0% of the Considerationfrom such third Person. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Any indemnification payment made under this Agreement before and any payment made by Worldwide to Tronox pursuant to Section 3.5(a) will be characterized for Tax purposes as a contribution or simultaneously distribution made prior to the completion of the Firm Offering or payment of an assumed or retained liability, as applicable. (c) Notwithstanding anything to the contrary in Section 5.1 or Section 5.2, indemnification with such efforts respect to Taxes shall be governed exclusively by the Tax Sharing Agreement. (d) Worldwide’s and (iii) no indemnification or recovery Tronox’s indemnity obligations under Sections 5.1 and 5.2 of this Agreement shall be delayed reduced to reflect any Tax Benefit (as defined below) realized, in the year in which the indemnity payment is required to be made or withheld due in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in a prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the failure Indemnifying Party the amount of such Tax Benefit. For purposes of this Agreement, “Tax Benefit” means any Primary Obligor deduction, amortization, exclusion from income or other allowance that actually reduces in cash the amount of Tax Parent, Tronox or their respective Affiliates (as applicable) would have been required to pay (or actually increases in cash the amount of Tax refund to which Parent, Tronox or their respective Affiliates (as applicable) would have paid been entitled) in the indemnified Party for such Lossabsence of the item giving rise to the indemnity claim. The For purposes of determining the amount of any Losses for which payment due to an indemnifying Indemnified Party is responsible under pursuant to this ARTICLE VII Section 5.4(d), Parent, Tronox and their respective Affiliates shall be reduced by the amounts actually recovered by an indemnified Party deemed to use all other deductions, amortizations, exclusions from a Primary Obligor, net of premium increases, deductibles and income or other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection allowances (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of that such prior indemnification. Notwithstanding the foregoingdeductions, Transferor shall not be amortizations, exclusions from income or other allowances are entitled to be indemnified by or otherwise recover used under applicable Tax law) prior to the use of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for Tax Benefits in respect of which Transferor the Indemnifying Party is otherwise liable for indemnification under this ARTICLE VIIobligated to pay the Indemnified Party hereunder.

Limitations. (a) Transferor Any Person against whom a claim for indemnification under this Article V (an “Indemnification Claim”) is being asserted (an “Indemnifying Party”) shall not be obligated to defend and hold harmless any Person claiming indemnification under this Article V (an “Indemnified Party”), or otherwise be liable under Section 7.02(a)(i) to such Indemnified Party, with respect to any breach ofIndemnification Claim made by the Indemnified Party after the applicable Survival Period, or inaccuracy in, any Transferor Limited Representation until except that indemnity may be sought after the aggregate amount of all such Losses exceeds an amount equal to 2.0% expiration of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) Survival Period if a Claim Notice with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such Indemnification Claim shall not exceed an amount equal have been delivered to 10.0% the Indemnified Party prior to the expiration of the ConsiderationSurvival Period. (b) If No Indemnified Party shall be entitled to receive any Loss sustained indemnification payment with respect to Indemnification Claims made under Section 5.1(b) or Section 5.2(a), as the case may be, until the aggregate Losses that the Indemnified Buyer Parties or Indemnified Seller Parties, as the case may be, would otherwise be entitled to receive as indemnification with respect to Indemnification Claims (“Indemnified Losses”) exceed 0.75% of the Purchase Price (it being understood and agreed that neither the Indemnified Buyer Parties nor Indemnified Seller Parties, as the case may be, shall be liable for the first 0.75% of the Purchase Price of Losses for which the Indemnified Parties are entitled to indemnification); provided that this Section 5.5(b) shall not apply to (i) any intentional or knowing misrepresentations or any breaches of covenants or agreements by an indemnified Party is covered by an insurance policyeither party, or an indemnification(ii) indemnification pursuant to Section 5.1(b) with respect to a breach of Section 2.1.7 or Section 2.1.19. Solely for purposes of determining whether the threshold of 0.75% of the Purchase Price has been exceeded hereunder, contribution calculations of Indemnified Losses shall be made without regard to materiality qualifiers contained in the applicable representations and warranties in this Agreement. (c) The indemnification provided by each of the Seller Indemnified Parties and the Buyer Indemnified Parties under this Article V for any Indemnification Claim and all Indemnification Claims shall be limited to 30% of the Purchase Price; provided that this Section 5.5(c) shall not apply to (i) any intentional or similar obligation of another Person knowing misrepresentation or (a "Primary Obligor"ii) indemnification pursuant to Section 5.1(a), (d), (e) or (f) or Section 5.2(c), (d) or (e). (d) Subject to the indemnified limitations set forth in this Article V, consideration must be given to the amount that any party recovers as proceeds of insurance in respect of such Losses, net of any costs of collection, deductible, premium adjustment, reimbursement obligation or other cost directly related to the insurance claim in respect of such Losses. Each Indemnified Party shall agrees that it will use commercially reasonable efforts to prosecute all claims against its insurers diligently and in good faith with regard to matters for which Losses are claimed under this Article V. Should an Indemnified Party recover Losses and subsequently recover any amount from an insurer with respect to the Loss from matter for which such Losses were paid, such Indemnified Party shall refund the Primary Obligor; provided, however, that lesser of (i) such efforts of the indemnified Losses paid by the Indemnifying Party shall not require litigation or other extraordinary activities, and (ii) the indemnified Party may attempt to recover amount recovered from the indemnifying insurer. (e) No Indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due have any obligation to the failure of indemnify any Primary Obligor to have paid the indemnified Indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorconsequential damages, net of premium increasesspecial damages, deductibles and incidental damages, indirect damages, lost profits, unrealized expectations or other costs reasonably incurred by the indemnified Party in connection with such recoverysimilar items, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent payable to a third party, nor shall any damages be calculated using a “multiplier” or any other similar method having a similar effect, except damages arising from any breach of such prior indemnification. the representation and warranty set forth in the first sentence of Section 2.1.5(e). (f) Notwithstanding anything to the foregoingcontrary contained herein, Transferor Buyer and Sellers shall not be entitled to be indemnified by have any liability following the Closing for any breach of Section 3.1.1(g), the first sentence of Section 3.1.4, Section 3.1.8 or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable Section 3.2 (the “Representation Covenants”), other than a claim for indemnification under this ARTICLE VIIArticle V for the breach of representations or warranties that caused the breach of such Representation Covenants.

Limitations. i. If any fact, circumstance or event gives rise to a claim pursuant to multiple sections or provisions of this Agreement or any Schedule, agreement, certificate or other document delivered in connection herewith, the party asserting such claim shall have the right, at its sole discretion, to assert its claim pursuant to any or all such sections or provisions, but shall only be entitled to recover or be indemnified with respect to its actual Losses suffered or incurred notwithstanding the number of sections of this Agreement pursuant to which it assets its claim. ii. Notwithstanding the above, the amount of any indemnification under this Agreement shall be reduced by the amount of any insurance proceeds payable or Tax benefits allowable as a result any Losses. iii. Notwithstanding anything herein to the contrary, any Claims (a) Transferor shall not be liable under Section 7.02(a)(ias defined below) with respect to any breach ofwhich there is a finding or judgment of fraud, intentional misrepresentation or inaccuracy inwillful misconduct shall not be subject to the limitations under this Section 9. iv. EXCEPT FOR REMEDIES OF SPECIFIC PERFORMANCE, any Transferor Limited Representation INJUNCTION AND OTHER EQUITABLE RELIEF AND EXCEPT TO THE EXTENT CLAIMS INVOLVE FRAUD, INTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, THE SOLE AND EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT SHALL BE AS SET FORTH IN THIS SECTION 9. v. Neither party will be liable to the other party’s Indemnified Parties for indemnification under Section 9.a. or Section 9.b. until the aggregate amount of all such Losses in respect of indemnification under Section 9.a. exceeds an amount equal to 2.0% of $10,000 (the Consideration“Basket”), in which event Transferor shall such party will be required to pay or be liable for all such Losses from the first dollar; provided, however, that the . The aggregate amount of all Losses for which Transferor shall either party will be liable pursuant to Section 9.a. or Section 9.b. will not exceed the Purchase Price. vi. Notwithstanding anything in this Agreement to the contrary, no party will be entitled to indemnification or reimbursement under Section 7.02(a)(i) with respect any provision of this Agreement for any amount to the extent such party or its affiliate has been indemnified or reimbursed for such amount under any breach ofother provision of this Agreement, the Exhibits or the Disclosure Schedules attached to this Agreement, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party document executed in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by this Agreement or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIotherwise.

Limitations. (a) Transferor 5.1 An Indemnifying Party shall not be liable under Section 7.02(a)(iin respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) with respect or any amendment to or the withdrawal of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationpractice previously published by a Governmental Authority, in which either case occurring after the Agreement Date, in the event Transferor the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all such reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses from the first dollar; provided, however, that the aggregate amount which are subject matter of all Losses for which Transferor an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement. 5.5 The Company shall not exceed an amount equal be liable to 10.0% the Indemnified Party for any claims arising out of a breach of any of the ConsiderationSeller Warranties and/or any obligations of the Seller under this Agreement. (b) If any Loss sustained by an indemnified 5.6 The Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover any an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Transferred Company Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or Hoshi otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount would constitute Losses recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (b) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.11 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.10 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which Transferor is otherwise liable the Seller has requested for indemnification waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the Conditions Precedent mentioned in [●] of the CP Confirmation Notice have been duly fulfilled to our satisfaction; and (b) [We hereby agree to waive the Conditions Precedent set out under this ARTICLE VII[●] of the CP Confirmation Notice.] [To be retained if applicable.]

Limitations. (a) Transferor No party hereto shall have an indemnification obligation pursuant to this Article V in respect of any representation, warranty or covenant unless such party shall have received from the party seeking indemnification written notice of the existence of the claim for or in respect of which indemnification in respect of such representation, warranty or covenant is sought. Such notice shall set forth with reasonable specificity the basis under this Agreement, and the facts that otherwise form the basis, of such claim, an estimate of the amount of such claim (which estimate shall not be liable conclusive of the final amount of such claim) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, and the date on and manner in which the party delivering such notice became aware of the existence of such claim. (b) Any payment under Section 7.02(a)(ithis Article V required to be made by the Company may, in the discretion of the Company, be made at the option of the Company in either cash or in Common Stock. For purposes of making such payment, the Common Stock shall be valued at the closing price on the Closing Date. (c) with respect Notwithstanding anything to the contrary contained in this Agreement, no party shall be required hereunder to indemnify or hold harmless any breach of, other party against damages or inaccuracy in, any Transferor Limited Representation other losses until such time as the aggregate amount of all such Losses exceeds an amount equal to 2.0% of damages, or other losses shall exceed $50,000 (the Consideration"Liability Threshold"), in at which event Transferor time the indemnifying party shall be liable for all responsible without regard to such Losses from the first dollarthreshold; provided, further, however, that the maximum aggregate amount liability of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery either party under this Agreement shall be delayed or withheld due to not exceed the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The total amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII the initial investment. All damage and losses shall be reduced by the amounts actually recovered by calculated on an indemnified Party from a Primary Obligor, actual out-of-pocket basis net of premium increasesactual insurance reimbursements, deductibles condemnation proceeds, tax benefits and other costs reasonably incurred offsetting payments or benefits associated with the specific loss, liability or damage asserted with respect to such claim, actually received by Investor, whether such receipt occurs before or after the indemnified Party in connection with date the indemnification claim is made. No party shall unreasonably refuse to seek such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by insurance reimbursements or otherwise recover any amount from any Transferred Company other offsetting payments or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIbenefits.

Limitations. (a) Transferor 5.1 An Indemnifying Party shall not be liable under Section 7.02(a)(iin respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) with respect or any amendment to or the withdrawal of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationpractice previously published by a Governmental Authority, in which either case occurring after the Agreement Date, in the event Transferor the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all such reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses from the first dollar; provided, however, that the aggregate amount which are subject matter of all Losses for which Transferor an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement. 5.5 The Company shall not exceed an amount equal be liable to 10.0% the Indemnified Party for any claims arising out of a breach of any of the ConsiderationSeller Warranties and/or any obligations of the Seller under this Agreement. (b) If any Loss sustained by an indemnified 5.6 The Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover any an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Transferred Company Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or Hoshi otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount would constitute Losses recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.9 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Ashoka India Equity Investment Trust Plc and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (b) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Ashoka India Equity Investment Trust Plc and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.9 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which Transferor is otherwise liable the Seller has requested for indemnification waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the Conditions Precedent mentioned in [●] of the CP Confirmation Notice have been duly fulfilled to our satisfaction; and (b) [We hereby agree to waive the Conditions Precedent set out under this ARTICLE VII[●] of the CP Confirmation Notice.] [To be retained if applicable.]

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy inNotwithstanding the foregoing, any Transferor Limited Representation until Claim by an indemnified party against any indemnifying party under this Agreement pursuant to Section 8.1(i)(x) or 8.2(i) (other than a Fundtech Indemnity Claim arising out of a breach of the representation and warranty contained in Section 5.6 shall be payable by the indemnifying party only in the event that the accumulated amount of the Claims in respect of such indemnifying party's obligations to indemnify under this Agreement shall exceed $50,000 in the aggregate (the "Indemnification Threshold") and, after such time as such accumulated amount of all such Losses Claims equals or exceeds an amount equal the Indemnification Threshold, the indemnifying party shall be obligated to 2.0% indemnify the indemnified party only to the extent of the Consideration, in which event Transferor shall be liable for all such Losses from excess of the first dollar; provided, however, that the aggregate accumulated amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationClaims over the Indemnification Threshold. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Loss otherwise recoverable under this ARTICLE VII shall be reduced by the amounts actually recovered Article 8 by an indemnified Party from a Primary Obligor, party shall be (i) reduced by any amounts recovered by the indemnified party under insurance policies (net of premium increasesany costs incurred in connection with the collection thereof) (it being understood that none of the Parties shall have any obligation to, deductibles but agree to use its commercially reasonable efforts to, timely pursue all reasonable remedies against applicable insurers) and other costs reasonably (ii) (A) increased to take account of any net Tax cost incurred by the indemnified Party in connection with such recovery, including investigation party by reason of the underlying claim receipt of any indemnity payment (grossed-up for such increase) and (B) reduced to take account of collection (any net Tax benefit realized by the indemnified party in respect of the taxable year in which such amountLoss is incurred or paid and, with respect to a "Net Recovery"). If an indemnified Party recovers from Tax benefit arising in a Primary Obligor after being indemnified by an indemnifying Partyyear subsequent to the year in which the Loss is paid or incurred, the indemnified Party party shall refund the Net Recovery pay to the indemnifying Party to party the extent amount of such prior indemnificationTax benefit at the incurrence or payment of any such Loss. Notwithstanding In computing the foregoingamount of any such Tax cost or Tax benefit, Transferor the indemnified party shall not be entitled deemed to be recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified by loss, liability, claim, damage or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification expense. (c) The aggregate loss recoverable under this ARTICLE VIIArticle 8 arising from a breach of any representation or warranty by either Party is limited to CHF 5,000,000 (in addition to any loss recoverable under this Article 8 arising from a breach of the representation contained in Section 5.15(g).).

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Except in the event of the Actual Fraud of Seller, with respect to any breach ofclaim seeking recovery of Loss under Section 9.2(a), Buyer’s sole source of recovery against Seller shall be against the remaining Escrow Funds then held in the Escrow Account, and in no event will Buyer be entitled to make a claim for indemnification against, seek to recover from, or inaccuracy in, have any Transferor Limited Representation until the aggregate amount of all right to recover directly from Seller for such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationLosses. (b) If The amount of Losses payable under this ARTICLE IX by the Indemnitor shall be reduced by any Loss sustained and all amounts recovered by an indemnified Party is covered the Indemnitee under applicable insurance policies or from any other person alleged to be responsible therefor, net of any out-of-pocket expenses incurred by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorsuch Indemnitee in collecting such amount; provided, howeverthat, that (i) such efforts for the avoidance of doubt, any Loss eroding all or any part of the indemnified Party shall not require litigation deductible or other extraordinary activities, retention (iithe “R&W Deductible”) under the indemnified Party may attempt to recover from Representation and Warranty Policy obtained in connection with the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under transactions contemplated by this Agreement shall be delayed or withheld due considered a “Loss” under this Agreement and such Loss may be recovered from the Escrow Funds; provided, further, that Buyer shall be entitled to make a claim for indemnification hereunder without regard to whether Buyer is also proceeding against the Representation and Warranty Policy with respect to the failure same Losses. (c) In no event shall Buyer be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include (i) any loss, liability, damage or expense to the extent included as a liability or expense in the Financial Statements or (ii) any Losses consisting of or relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date. (d) The Indemnitee agrees that in the event of any Primary Obligor breach giving rise to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible indemnification obligation under this ARTICLE VII IX, such Indemnitee shall be reduced take and shall cause its affiliates to take, or cooperate with the Indemnitor, if so requested by the amounts actually recovered by an indemnified Party from a Primary ObligorIndemnitor, net of premium increasesin order to take, deductibles and other costs reasonably incurred by all reasonable measures to mitigate the indemnified Party in connection with such recovery, including investigation consequences of the underlying claim and of collection related breach (such amount, a "Net Recovery"including taking steps to prevent any contingent liability from becoming an actual liability). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.X MISCELLANEOUS 10.1

Limitations. Notwithstanding the foregoing, (ai) Transferor the indemnification provided for in Section 11 above shall not be liable under paid solely out of the shares of 24/7 Common Stock held in the Escrow Indemnity Account in accordance with Section 7.02(a)(i13(d) below and the Escrow Indemnity Agreement and such indemnification shall be the exclusive remedy of 24/7 with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until claims for Losses. (ii) the aggregate amount of all such Losses exceeds indemnification provided for in Section 12 above shall be limited to an amount equal to 2.0% ten percent (10%) of the Merger Consideration. (iii) the indemnification provided for in Sections 11 and 12 above shall not be required unless and until the total amount of Losses otherwise subject to indemnification under Sections 11 and 12 exceeds an aggregate amount of fifty thousand dollars ($50,000), in which event Transferor the indemnified party or parties will be entitled to indemnification for the full amount of their Losses; and (iv) neither the Company nor any shareholder of the Company, on the one hand, nor 24/7, on the other (such shareholders, on the one hand, and 24/7 on the other, each is sometimes hereinafter referred to in this Section 13 as a "party") shall be liable entitled to indemnification for all such Losses from arising out of matters referred to in Sections 11 or 12, as applicable, unless it shall have given written notice to the first dollarother party, setting forth its claim for indemnification in reasonable detail, within one year after the Closing Date; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation foregoing limitations on each party's indemnification obligation shall not exceed apply to Losses arising out of or in connection with any material misrepresentation made in Section 2(c), Section 10 and Paragraph (a) of the Letter Agreement of the Shareholders of the Company attached as Exhibit G hereto. (v) An indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of Sections 11 or 12. If the indemnifying party, within 10 days after the indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall have acknowledged in writing his or its obligation to indemnify and shall have furnished to the indemnified party a bond, letter of credit, escrow or similar arrangement in an amount equal to 10.0% the total amount demanded in such claim or proceeding, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnified party shall not settle or compromise such claim or proceeding without the written consent of the Considerationindemnifying party. The indemnified party may in any event participate in any such defense with his or its own counsel and at his or its own expense. (bvi) If any Loss sustained The indemnified party shall be kept fully informed by an indemnified Party the indemnifying party of such action, suit or proceeding at all stages thereof, whether or not it is covered represented by an insurance policycounsel. The indemnifying party shall, or an indemnificationat the indemnifying party's expense, contribution or similar obligation of another Person (a "Primary Obligor"), make available to the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts party and its attorneys and accountants all books and records of the indemnified Party shall not indemnifing party relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require litigation or of each other extraordinary activities, (ii) in order to ensure the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts proper and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure adequate defense of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligoraction, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by suit or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIproceeding.

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds treated for Tax purposes as an amount equal to 2.0% adjustment of the ConsiderationPurchase Price to the extent such characterization is proper or permissible under relevant Tax law, in which event Transferor shall be liable for all such Losses from the first dollar; providedincluding court decisions, howeverstatutes, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationregulations and administrative promulgations. (b) If No party shall have any Loss sustained liability under this Section 8 for any inaccuracy in or breach of any representation or warranty by an indemnified Party is covered by an insurance policysuch party if the other party or any of its officers, employees, attorneys or an indemnification, contribution other representatives or similar obligation of another Person (a "Primary Obligor"), advisors had actual knowledge on or before the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts Closing Date of the indemnified Party shall not require litigation facts as a result of which such representation or other extraordinary activities, warranty was inaccurate or breached. (iic) For purposes of determining the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Liabilities and Expenses, such amount shall be reduced by the amounts amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received or otherwise payable to Buyers (or deemed paid to thereto pursuant to the next sentence) in respect of the Liabilities and Expenses (net of any deductible amounts). For purposes of determining the Insurance Benefits, if Buyers elects not to maintain insurance coverage identical to the insurance coverage maintained by Sellers as of the Closing Date, Buyers shall be deemed to have received Insurance Benefits equal to the greater of the Insurance Benefits it would have received had it maintained such insurance policies in effect after the Closing or the Insurance Benefits it actually receives. (d) In calculating any Liability or Expense there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by an indemnified the Indemnified Party from any third Person with respect thereto; and (ii) any Tax benefit or refund actually received or enjoyed by the applicable Indemnified Party as a Primary Obligorresult of such Liability or Expense, net which Tax benefit shall be calculated based on an assumed rate equal to the highest percent combined federal and state Tax rates applicable to the Indemnified Party. Any such amounts or benefits received by an Indemnified Party with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of premium increasesthe amount paid by the Indemnitor to the Indemnified Party with respect to such claim. (e) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, deductibles if the Closing occurs, this Section 8 shall (in the absence of fraud) be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, Buyers and Sellers hereby waive on their own behalf and on behalf of each other costs reasonably applicable Indemnified Party, to the fullest extent permitted under applicable Law, any and all Actions it or they may have against Seller or Buyers, as the case may be, arising under or based upon any Law (including, without limitation, (i) any such Actions arising under or based on common law or otherwise, and (ii) any and all claims for Liabilities and Expenses or contribution arising under any Environmental Law). (f) No party hereto shall have any liability for any special, exemplary, punitive or consequential damages (including loss of profit or revenue) suffered or incurred by any Buyers Group Member or Seller Group Member, as the indemnified Party in connection with such recovery, including investigation case may be. (g) Seller shall have no liability under any provisions of the underlying claim this Agreement for any Liabilities and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Expenses to the extent of that such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled Liabilities and Expenses relate to actions taken or omitted to be indemnified taken by Buyers or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIof its Affiliates with the respect to the Assets after the Closing Date.