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 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. (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. 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 be liable under Section 7.02(a)(i) with respect to Except for indemnification claims against the Seller, EnStructure or the Parent resulting from the Excluded Liabilities, breach of Fundamental Representations and Warranties and the breach of any breach ofagreements or covenants, or inaccuracy inthe Seller, any Transferor Limited Representation until EnStructure and the Parent will have no liability for indemnification for the first $200,000 in the aggregate amount of all such Losses exceeds an amount equal to 2.0% of Damages incurred by the ConsiderationPurchaser under the Acquisition Agreements (the “Threshold Amount”), in which event Transferor shall case the Seller, EnStructure the Parent will be liable jointly and severally responsible for all such Losses from aggregate Damages incurred by the first dollar; provided, however, that Purchaser under the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Acquisition Agreements only to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the extent of the Considerationexcess over the Threshold Amount, but not to exceed fifty percent (50%) of the Aggregate Purchase Price. (b) If Except for indemnification claims against the Purchaser resulting from Assumed Liabilities, breach of Fundamental Representations and Warranties and the breach of any Loss sustained by an indemnified Party is covered by an insurance policy, agreements or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")covenants, the indemnified Party shall use commercially reasonable efforts to recover Purchaser will have no liability for indemnification for the Loss from first $200,000 in the Primary Obligor; provided, however, that (i) such efforts aggregate 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 Damages incurred by the indemnified Party Seller, EnStructure or the Parent under the Acquisition Agreements, in connection with such recoverywhich case the Purchaser will be responsible for aggregate Damages incurred by the Seller, including investigation of EnStructure or 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, Parent under the indemnified Party shall refund the Net Recovery to the indemnifying Party Acquisition Agreements only to the extent of the excess over the Threshold Amount, but not to exceed fifty percent (50%) of the Aggregate Purchase Price. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit any remedy of the Purchaser at law or in equity for fraud or fraudulent misrepresentation or in which the Purchaser may seek specific performance or other equitable relief. (d) No Damages will be deemed to have been sustained by any party to the extent of any insurance proceeds actually received by such prior indemnification. party with regard thereto. (e) Notwithstanding anything to the foregoingcontrary in this Agreement, Transferor shall not be entitled to be indemnified by or otherwise recover for purposes of the application of the indemnity provisions in this Article XI, the determination of the amount of any amount Damages resulting from any Transferred Company breach shall be determined without giving effect to any “Material Adverse Effect” qualification or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIany other materiality or similar qualification contained in the representations, warranties, covenants or agreements herein.

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 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. (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 The Indemnitor shall not be liable under Section 7.02(a)(iobligated to indemnify the Indemnitee only when the sum of: (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Identified Environmental Liabilities paid by Purchaser and Y2K Liabilities paid by Purchaser and (ii) the aggregate of all other Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article 14 exceeds an amount equal to 2.0% One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold Amount"). After the aggregate of all Losses suffered or incurred by the ConsiderationIndemnitee exceeds the Threshold Amount, in which event Transferor the Indemnitee shall be liable obligated to indemnify the Indemnitee for all such Losses from in excess of the first dollar; provided, however, that Threshold Amount. In no event shall the aggregate amount liability of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach ofSeller, or inaccuracy inthe aggregate liability of Purchaser, any Transferor Limited Representation under this Article 14 exceed Fifty Million Dollars ($50,000,000) (the "Maximum Amount"). Notwithstanding the above, (i) neither of the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Sections 14.1(c) and 14.2(c) and the payment of such amounts by the Indemnitor shall not exceed an amount equal to 10.0% count toward the calculation of the ConsiderationMaximum Amount of the Indemnitor and (ii) the Maximum Amount limitations shall not apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Section 14.1(d) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of Indemnitor. (b) If any Loss sustained The Indemnitor shall not be liable for Losses in excess of the actual Losses suffered by an indemnified Party is covered by an insurance policythe Indemnitee as a result of the act, circumstance, or an indemnification, contribution condition for which indemnification is sought net of any insurance proceeds received by the Indemnitee or similar obligation of another Person (any tax benefits realized by the Indemnitee as 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 result 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 indemnification 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 VIIclaimed.

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. 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 The Purchaser Indemnified Parties shall not be liable under entitled to recover for any Losses pursuant to Section 7.02(a)(i7.2(a) with respect hereunder, unless (i) each of such Losses exceeds Fifty Thousand Dollars ($50,000) (the “Minimum Amount”) and (ii) all such Losses (excluding Losses individually less than the Minimum Amount) in the aggregate exceed Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000) (the “Purchaser Deductible Amount”), at which time Purchaser shall be entitled to any be indemnified and compensated thereafter for all Losses (excluding Losses less than the Minimum Amount) in excess of the Purchaser Deductible Amount. Solely for purposes of determining the amount of Losses for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller pursuant to Section 7.2 for a breach of, or inaccuracy in, any Transferor Limited Representation until representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the aggregate applicable representation or warranty shall be disregarded. Absent fraud, in no event shall Seller’s actual cumulative liability for Losses pursuant to Section 7.2, excluding Losses relating to the Excluded Claims or Taxes, exceed Two Hundred Two Million, Five Hundred Thousand Dollars ($202,500,000). In no event shall Seller’s actual cumulative liability for all Losses hereunder, including liability for Losses relating to the Excluded Claims and Taxes, exceed the Purchase Price. Each Loss or right of indemnification under Section 7.8 for which any Purchaser Indemnified Party is entitled to recovery shall be reduced by (i) the amount of all any insurance proceeds actually received by such Losses exceeds an amount equal to 2.0% Purchaser Indemnified Party (net of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount costs and expenses of all Losses for which Transferor shall be liable under Section 7.02(a)(icollection) with respect to such Loss or right of indemnification and (ii) any indemnity, contribution or other similar payment that such Purchaser Indemnified Party received from any third party with respect to such Loss or right of indemnification. If Purchaser received any payment from Seller in respect of any Losses pursuant to Section 7.2 and Purchaser could have recovered all or part of such Losses from a third party (a “Potential Contributor”) based on the underlying Claim (other than for Taxes), at the written request of the Seller, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of its rights to proceed against the Potential Contributor as are necessary to permit Seller to recover from the Potential Contributor the amount of such payment. (b) In determining the amount of Losses for which any Seller Indemnified Party is entitled to be indemnified by Purchaser pursuant to Section 7.3 for a breach of, or inaccuracy in, any Transferor Limited Representation representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality standard contained in the applicable representation or warranty shall not exceed an amount equal be disregarded. Each Loss or right of indemnification pursuant to 10.0% of the Consideration. (b) If Section 7.8 for which any Loss sustained by an indemnified Seller 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 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 (i) the amounts amount of any insurance proceeds actually recovered received by an indemnified such Seller Indemnified Party from a Primary Obligor, (net of premium increasescosts and expenses of collection) with respect to such Loss or right of indemnification and (ii) any indemnity, deductibles and contribution or other costs reasonably incurred by the indemnified similar payment that such Seller Indemnified Party in connection received from any third part with respect to such recovery, including investigation Loss or right of the underlying claim and indemnification. (c) Notwithstanding any other provision 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 this Agreement to the indemnifying Party contrary, in no event shall Losses include a party’s incidental or consequential damages or special or punitive damages 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. Notwithstanding anything to the contrary set forth ----------- in this Agreement or otherwise, the Indemnifying Party's obligations to indemnify the Claimant pursuant to this Section 12 shall be subject to the ---------- following limitations: (a) Transferor No indemnification 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 an Indemnifying Party until the amount of the Claimant's Losses exceeds Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate amount (the "Deductible"), and then indemnification shall be required to be made to the extent 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 ConsiderationLosses. (b) If any Loss sustained No indemnification shall be required to be made by an indemnified Indemnifying Party is covered by an insurance policy, or an indemnification, contribution or similar for the amount of the Claimant's Losses that are in excess of Five Million Dollars ($5,000,000). (c) The indemnification obligation of another Person (a "Primary Obligor"), the indemnified an Indemnifying Party shall use commercially reasonable efforts be reduced so as to recover the Loss from the Primary Obligor; provided, however, that give effect to any (i) such efforts net reduction in federal, state, local or foreign income or franchise tax liability realized at any time by the Claimant in connection with the satisfaction by the Indemnifying Party of the indemnified Party shall not require litigation or other extraordinary activitiesa Claim with respect to which indemnification is sought hereunder, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts available insurance proceeds 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 the Claimant's Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced that are subsequently recovered by the amounts actually recovered Claimant pursuant to a settlement or otherwise. (d) In no event shall the term "Losses" include any consequential, incidental, indirect or any loss or damage to Claimant, whether or not based upon events giving rise to indemnification hereunder, including claims brought by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party third parties in connection with such recovery, including investigation any public offering or damages based on a multiple of the underlying claim and of collection earnings formula. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party e) Neither party hereto 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 recover Losses with respect to any matter (including any breach of this Agreement by the other party) which was disclosed to such party in writing at or otherwise recover prior to the Closing Date and waived pursuant to Section 7.2 or Section 8.2 hereof, as applicable. -------------------------- (f) From and after the Closing Date, the indemnification rights contained in this Section 12 shall constitute the sole and exclusive remedies of ---------- the parties hereunder and shall supersede and displace all other rights that either party may have under Law. (g) Each of the Triton Entities and Purchaser hereby waives compliance by Purchaser and the Triton Entities with the bulk sales Law and any amount similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. The Triton Entities shall indemnify Purchaser from, and hold Purchaser harmless against, any Losses resulting from or arising out of (i) the parties' failure to comply with any Transferred Company such Laws in respect of the transactions contemplated by this Agreement and (ii) any action brought or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.levy made as a result thereof without regard to the provisions of Section 12.5. ------------

Limitations. (ai) Transferor If any Order covering a one month period is for a quantity greater than the quantity for such period as provided in the Forecast Schedule in which that month was the fourth month of the previous such forecast ("Forecast Quantity"), Gilead shall not be liable under Section 7.02(a)(iobligated to supply Eyetech with any quantities that are in excess of [**] percent ([**]%) 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 ConsiderationForecast Quantity, with any amounts in which event Transferor such Order in excess of such amount being the "Excess Amount", unless mutually agreed in writing by Gilead and Eyetech. If Eyetech submits an Order that includes an Excess Amount, then promptly after Eyetech receives Gilead's response to Eyetech's Order that includes such Excess Amount, Gilead and Eyetech shall be liable for discuss the possibility of Gilead supplying Eyetech with all or a portion of such Losses Excess Amount. If discussion is required on the amount or timing of production and delivery, then the relevant planning personnel from the both parties will agree upon and confirm any agreed amended forecast within three Business Days of Gilead's 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% receipt of the Considerationrelevant Forecast Schedule. (bii) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person Order covering any one month period would make the total Orders for such calendar year exceed the applicable Order Limit (a "Primary Obligor"as defined in Section 2.3(a)), 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 Gilead shall not require litigation be obligated so supply Eyetech with any portion of such Order that would cause such Order Limit to be exceeded. If Eyetech submits an Order that if fulfilled would cause the Order Limit to be exceeded for such calendar year, then promptly after Eyetech receives Gilead's response to such Order, Gilead and Eyetech shall discuss the possibility of Gilead supplying Eyetech with all or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with a portion of such efforts and Excess Amount. (iii) no indemnification If Gilead rejects any Order(s) or recovery under any portion(s) of Order(s) in accordance with this Agreement Section 2.4(f), then Eyetech's Annual Minimum Percentage obligation shall be delayed limited to purchasing a quantity of Product that is equal to or withheld due to greater than the failure Annual Minimum Percentage of any Primary Obligor to have paid the indemnified Party for Eyetech's Orders excluding such Loss. The amount Order(s) or portion(s) 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"Order(s). 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 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 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 In no event shall any Loss sustained by an indemnified Party is covered by an insurance policyparty be liable for any special, incidental, consequential (including loss of revenues or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"profits), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedexemplary or punitive damages or diminution of value or any damages based on any type of multiple, however, that (i) such efforts of the indemnified Party shall not require litigation whether arising under any legal or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party equitable theory or arising 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 recoverythis Agreement, including investigation all of which are hereby excluded by agreement of the underlying claim parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (c) Aon shall not be required to indemnify and 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 hold harmless any Buyer Group Member pursuant to the indemnifying Party Section 11.1(a) to the extent the matter in question was included in the computation of such prior indemnification. Notwithstanding the foregoing, Transferor shall Net Worth Adjustment Amount pursuant to Section 4.5. (d) Except for remedies that cannot be entitled waived as a matter of law and injunctive and provisional relief (including specific performance), 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 be indemnified by this Agreement) or otherwise recover in respect of the sale of the Shares contemplated hereby. Anything herein to the contrary notwithstanding, no breach of any amount from representation, warranty, covenant or agreement contained herein shall give rise to any Transferred Company right on the part of Aon or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under Buyer, after the consummation of the purchase and sale of the Shares contemplated by this ARTICLE VIIAgreement, to rescind this Agreement or any of the transactions contemplated hereby.

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 to the contrary in this Agreement, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) the Multiple Closings Indemnification, (i) an Indemnified Party shall not be liable under entitled to indemnification pursuant to Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 7.2 unless and until the aggregate total amount of the Losses incurred by all such Losses Indemnified Parties exceeds an the amount equal to 2.0% of (x) the Considerationtotal Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event Transferor the Indemnified Parties shall be liable entitled to receive indemnification of the full amount of the Losses (including, for all the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses from the first dollar; providedmust exceed Twenty-Five Thousand Dollars (US$25,000)), however, that and (ii) the aggregate amount Liability of all Losses the Indemnifying Parties to the Indemnified Parties for which Transferor indemnification under Section 7.2 shall be liable limited to the total Purchase Price received by the Selling Shareholder 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 Consideration2.5. (b) If The amount of any Loss sustained Losses incurred by an indemnified any Indemnified Party is covered shall be reduced by an the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policypolicies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or an indemnificationin connection with, contribution or similar obligation of another Person (a "Primary Obligor"), insurance payments for the indemnified Losses. Such Indemnified Party shall use commercially reasonable efforts to recover effect any such recovery. (c) For the Loss from the Primary Obligor; providedavoidance of doubt, 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 any Liability under this Agreement shall be delayed or withheld due to the failure determined without duplication 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 recovery 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 reason of the underlying claim state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, 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 no 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 recover the same Losses or otherwise recover obtain payment, reimbursement or restitution for the same expenses more than once in respect of any amount from inaccuracy or breach of any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under provision of this ARTICLE VIIAgreement.

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. (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. (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 ▇▇▇▇▇▇▇ shall not be liable under Section 7.02(a)(i) obligated to indemnify or hold the JV Entity Group Members harmless with respect to any breach of, Losses or inaccuracy in, any Transferor Limited Representation Expenses under Section 12.1(a)(i) or Section 12.1(a)(ii) unless and until the aggregate amount of all Losses and Expenses suffered, sustained or incurred by JV Entity Group Members with respect to all matters for which indemnification is to be provided under Section 12.1(a)(i) or Section 12.1(a)(ii), exceeds $3.0 million (the “Deductible”) (it being understood that such amount shall be a deductible for which ▇▇▇▇▇▇▇ shall bear no indemnification responsibility). (b) The aggregate amount required to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a)(i) and Section 12.1(a)(ii) shall not exceed $22.5 million (the “Cap”). (c) Notwithstanding anything to the contrary in this Agreement, the Deductible and the Cap shall not apply to Losses and Expenses resulting from or arising out of (i) any willful breach of any covenant, agreement or obligation or (ii) the breach or inaccuracy of any of the ▇▇▇▇▇▇▇ Fundamental Representations and Warranties. (d) Notwithstanding anything to the contrary in this ARTICLE XII, in no event shall the aggregate amount to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a) exceed $300 million. (e) In any case where an Indemnified Party recovers from third Persons any amount in respect of any Losses or Expenses with respect to which an Indemnitor has indemnified it pursuant to this ARTICLE XII, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered in respect of such Losses exceeds an and Expenses (after deducting therefrom the full amount equal to 2.0% of the Considerationexpenses incurred by such Indemnified Party in procuring such recovery (including, in the case of insurance proceeds, any deductible or self-insured retention amount)), but not in excess of the amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such Losses and Expenses. (f) EXCEPT AS SET FORTH IN SECTION 12.6(i), (I) IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XII FOR (X) ANY PUNITIVE DAMAGES OR (Y) (1) ANY DAMAGES RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT WHICH (A) WOULD NOT, AS OF THE DATE HEREOF, BE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF SUCH WARRANTY OR INACCURACY OF SUCH REPRESENTATION OF THE NATURE GIVING RISE TO THE RELEVANT INDEMNIFIABLE EVENT OR (B) WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT OR (2) ANY DAMAGES (OTHER THAN THOSE RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT) WHICH ARE NOT THE REASONABLY FORESEEABLE RESULT OF THE RELEVANT INDEMNIFIABLE EVENT OR WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT, EXCEPT TO THE EXTENT ANY SUCH DAMAGES DESCRIBED IN THE FOREGOING CLAUSES (X) AND (Y) ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII, AND (II) WITH RESPECT TO THE INDEMNITIES PROVIDED UNDER SECTIONS 12.1(a)(iv) AND 12.2(b)(i), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES OR PROFITS, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII. (g) Except (i) for remedies arising under the JV Entity Ancillary Agreements, Company Ancillary Agreements, Partner Ancillary Agreements and ▇▇▇▇▇▇▇ Ancillary Agreements (which event Transferor remedies shall be liable governed exclusively by the terms thereof and shall not be limited by the terms of this Agreement), (ii) as set forth in Section 12.6(i) and (iii) injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XII shall be the sole and exclusive remedy for all breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement) or otherwise in respect of the transactions contemplated hereby. For the avoidance of doubt, no remedy related to or arising from any breach of any JV Entity Ancillary Agreement, Company Ancillary Agreement, Partner Ancillary Agreement or ▇▇▇▇▇▇▇ Ancillary Agreement shall be available under this ARTICLE XII. Subject to Section 12.6(i), the parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XII by seeking damages for breach of contract, tort or pursuant to any other theory or liability. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses from liability constituting a breach of more than one representation, warranty, covenant or agreement. Anything herein to the first dollarcontrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the JV Entity, the Company, Partner or any ▇▇▇▇▇▇▇ Party, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby; provided, however, in the event that the aggregate amount of all Losses ▇▇▇▇▇▇▇ Investment or the Partner Investment occurs prior to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Transaction fails to be consummated for which Transferor shall be liable under Section 7.02(a)(i) any reason whatsoever and the ▇▇▇▇▇▇ Merger Agreement is terminated, the parties hereto agree that concurrently with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the termination of the Consideration. ▇▇▇▇▇▇ Merger Agreement, (bI) If JV Entity shall return to ▇▇▇▇▇▇▇ and Partner the ▇▇▇▇▇▇▇ Investment Amount and the Partner Investment Amount, respectively, to the extent paid to JV Entity prior to such time, (II) ▇▇▇▇▇▇▇ LLC and Partner shall return to JV Entity the JV Entity LLC Agreement, and the Common Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest) and Preferred Units purchased hereby shall, without any Loss sustained further action by an indemnified Party is covered by an insurance policyany party, or an indemnificationautomatically be cancelled and deemed returned to JV Entity, contribution or similar obligation and (IV) other than the obligations set forth in clauses (I) and (II) of another Person (a "Primary Obligor")this proviso, the indemnified Party parties 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 have no further obligations under this Agreement before and ▇▇▇▇▇▇▇ and Partner shall have no rights, title or simultaneously with interest in or to the ▇▇▇▇▇▇▇ Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest, which shall be retained by ▇▇▇▇▇▇▇ LLC) or the Partner Units, respectively. Notwithstanding anything to the contrary in this Agreement, (x) ▇▇▇▇▇▇▇ shall not be required to indemnify any JV Entity Group Member for any Losses to the extent the liability underlying such efforts Losses was included as a current liability in the computation of the Final Closing Net Working Capital Amount and (iiiy) no indemnification or recovery it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be delayed or withheld due to construed accordingly. (h) In the failure of event it is finally determined that any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party JV Entity Group Member 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 pursuant to this Article XII for any Losses or Expenses, such Losses and/or Expenses shall be paid by or otherwise recover the Indemnitor to the JV Entity. ▇▇▇▇▇▇▇ may, at its option, satisfy any amount from any Transferred Company or Hoshi if such amount would constitute indemnification obligation for Losses for which Transferor is otherwise liable for indemnification hereunder (other than pursuant to Section 12.1(a)(iv)) in excess of the first $22,500,000 of Losses payable by ▇▇▇▇▇▇▇ under this Article XII (other than pursuant to Section 12.1(a)(iv), in whole or in part, by surrendering a number of Common Units with a value equal to the amount of all or such part of such indemnification obligation (based on the Fair Market Value (as defined in the JV Entity LLC Agreement) of such equity as of the time of surrender). (i) Nothing in this ARTICLE VIIXII shall operate to limit the liability of ▇▇▇▇▇▇▇ to the JV Entity Group Members in the event ▇▇▇▇▇▇▇ is finally determined by a court of competent jurisdiction to have committed actual fraud with specific intent to deceive any JV Entity Group Member with respect to the representations and warranties expressly made herein.

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 Notwithstanding anything to the contrary herein, (i) the Company Stockholders shall have no personal liability for Damages under this Article VI other than their interest in the Escrow Shares and Escrow Payment, and the sole recourse of the Buyer and the Surviving Corporation for claims under this Article VI shall be to the Escrow Shares and Escrow Payment, (ii) the aggregate liability of the Buyer for Damages under this Article VI shall not be liable under Section 7.02(a)(iexceed $1,000,000, (iii) 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 Company Stockholders shall be liable under Section 7.02(a)(i) with respect to any breach of, this Article VI for only that portion of the aggregate Damages incurred by the Buyer or inaccuracy in, any Transferor Limited Representation the Surviving Corporation that exceeds $75,000 (provided that this limitation shall not exceed an amount equal apply to 10.0% claims by the Buyer or the Surviving Corporation for a breach of Section 4.9), and (iv) the Buyer shall be liable under this Article VI for only that portion of the Considerationaggregate Damages incurred by the Company Stockholders that exceeds $75,000. Moreover, notwithstanding anything to the contrary in this Agreement, $150,000 of the Escrow Payment, plus any interest earned thereon under the terms of the Escrow Agreement, shall be available only to satisfy a claim by an Indemnified Party under Section 6.1(c) of this Agreement, and shall not be available to satisfy any other claim by an Indemnified Party under this Agreement. (b) If The amount of Damages recoverable under this Article VI with respect to an indemnity claim shall be reduced by (i) any Loss sustained proceeds received by an indemnified Party is covered by the Indemnified Party, with respect to the Damages to which such indemnity claim relates, from an insurance policy, company or from an indemnification, contribution or similar obligation of another Person unaffiliated third party that is primarily liable with respect to such claim (a "Primary ObligorCollateral Source") and (ii) the amount of any tax savings actually realized by the Indemnified Party (or an affiliated entity), for the indemnified tax year in which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment under this Article VI). An Indemnified Party shall not release any Collateral Source from its obligations with respect to, and shall use commercially reasonable efforts to recover collect, any amounts that are recoverable from a Collateral Source with respect to the Loss from the Primary Obligor; provided, however, Damages to which an indemnity claim relates (it being agreed that (i) such collection efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) be a condition to the indemnified Party may attempt to recover from the indemnifying Party successful assertion of an indemnity claim under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement Article VI but shall be delayed or withheld due to only affect 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"Damages recoverable). If an indemnified Indemnified Party recovers from a Primary Obligor collects any amounts under clause (i) or receives any benefit under clause (ii) with respect to Damages within one year after being indemnified such Indemnified Party's receipt of an indemnity payment under this Article VI with respect to such Damages, such Indemnified Party shall reimburse the Indemnifying Party or Parties for any amount by an indemnifying Partywhich such indemnity payment would have been reduced had such amount been collected or such benefit realized prior to the receipt of such indemnity payment. (c) Except with respect to claims based on fraud, the indemnified Party rights of the Buyer, the Surviving Corporation and the Company Stockholders under this Article VI shall refund be the Net Recovery to the indemnifying Party to the extent exclusive remedy of such prior indemnificationparties 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 or any other matter covered by this Agreement, and no claims or actions shall be brought with respect thereto except in accordance with this Article VI. Notwithstanding To the foregoingmaximum extent permitted by law, Transferor the Buyer, the Transitory Subsidiary, the Company and the Company Stockholders hereby waive all rights and remedies with respect to any such matter, whether under any laws as presently or hereafter in effect, at common law or otherwise. No Company Stockholder shall not be entitled have any right of contribution against the Company with respect to be indemnified any breach by the Company of any of its representations, warranties, covenants 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 agreements under this ARTICLE VIIAgreement.

Limitations. Notwithstanding anything herein to the contrary: (ai) Transferor the Parent Indemnified Parties shall not be liable entitled to seek indemnification under Section 7.02(a)(i8.02(a)(i) or Section 8.02(a)(iv) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Losses unless and until the aggregate amount of all such Losses suffered by the Parent Indemnified Parties collectively exceeds an amount equal to 2.0% of $** (the Consideration“Threshold Amount”), in which event Transferor case the Parent Indemnified Parties shall only be liable entitled to recover for all such Losses from in excess of the first dollarThreshold Amount; provided, however, provided that the Threshold Amount shall not apply with respect to Losses (A) for any breach or inaccuracy of any Fundamental Representation or (B) in the case of Fraud; (ii) the aggregate amount of all Losses for payments to which Transferor the Parent Indemnified Parties shall be liable entitled to receive under Section 7.02(a)(i8.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Section 8.02(a)(iv) shall not exceed an amount equal to 10.0% of (A) the Consideration. Initial Escrow Amount plus (bB) If any Loss sustained by an indemnified Party the Additional Escrow Amount if (and only if) a Milestone Payment 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 made pursuant to recover the Loss from the Primary ObligorSection 3.01; provided, however, that (iA) such efforts of the indemnified Party foregoing cap shall not require litigation apply to any Losses for any breach or other extraordinary activities, inaccuracy of any Fundamental Representation and (iiB) the indemnified Party may attempt Parent Indemnified Parties shall be entitled to recover set-off from the indemnifying Party under this Agreement before or simultaneously with such efforts and first Milestone Payment an amount equal to the Additional Escrow Amount if the first Milestone is achieved after the Escrow Termination Date. (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due the maximum aggregate liability of each Former Securityholder to the failure of any Primary Obligor Parent Indemnified Parties with respect to have paid the indemnified Party for such Loss. The aggregate amount of Losses for all claims made pursuant to this Article VIII shall not exceed the total cash payments actually received by such Former Securityholder pursuant to this Agreement. (iv) in no event shall a Parent Indemnified Party be permitted to seek any recovery for consequential, exemplary, special, speculative or punitive damages, regardless of the theory of recovery, except to the extent awarded to a third party; (v) each Parent Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which an indemnifying it is entitled to indemnification pursuant to Section 8.02; and (vi) no Parent Indemnified Party is responsible under this ARTICLE VII hereto shall be reduced by the amounts actually recovered by an indemnified Party from recover any Losses for a Primary Obligorbreach of one or more other representations, net of premium increaseswarranties, 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 covenants or agreements to the extent that any Parent Indemnified Party has been compensated for such matter pursuant to a separate indemnity claim for a breach of such prior indemnification. Notwithstanding one or more other representations, warranties, covenants or agreements giving rise to the foregoing, Transferor shall not be entitled to be indemnified by same 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 VIIduplicative damages.

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 shall not be liable The Indemnifying Party’s liability for all claims for indemnifiable Losses (each a “Claim”) made under Section 7.02(a)(i7.2(a)(i) with respect of this Article VII shall be subject to the following limitations: (x) the Indemnifying Party shall have no liability for any breach ofindividual Claim until the amount of the Loss finally determined to have been incurred or paid equals or exceeds $25,000 (each, a “Qualified Loss”) (it being understood that any one or inaccuracy inmore Claims arising from the same set of facts and circumstances may be aggregated for purposes of determining a Qualified Loss), and (y) the Indemnifying Party shall have no liability for any Transferor Limited Representation Claims until the aggregate amount of all such the Qualified Losses exceeds an amount equal finally determined to 2.0% of have been incurred or paid shall exceed $2,000,000 (the Consideration“Deductible Amount”), in which event Transferor case the Indemnifying Party shall be liable only for the portion of the Qualified Losses exceeding the Deductible Amount, and (z) the Indemnifying Party’s aggregate liability for all such Losses from shall not exceed $48,750,000 (the first dollar“Indemnity Cap”); provided, however, that the aggregate amount of all limitations set forth in this Section 7.3(a) shall not apply to Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect attributable to any breach of, of any representation or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal warranty contained in Section 3.2 (Authorization of Transaction) and the first sentence of Section 3.9 (Title to 10.0% of the ConsiderationAssets). (b) If Notwithstanding anything contained in this Agreement to the contrary, the amount of the Indemnifying Party’s liability under this Agreement shall be net of any Loss sustained insurance proceeds or other third party indemnity or contribution amounts actually 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 Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to recover collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the Loss from event any such amounts are collected after a Claim has been paid by an Indemnifying Party, the Primary Obligor; Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. Each Party shall use commercially reasonable efforts to mitigate its damages. (c) Notwithstanding anything contained in this Agreement to the contrary, no Party shall be liable to the other Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, 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 foregoing shall not be entitled construed to be indemnified preclude recovery by or otherwise recover any amount the Indemnified Party in respect of Losses directly incurred from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIThird Party Claims.

Limitations. (ai) Transferor shall not be liable under Section 7.02(a)(i) Subject to the other limitations set forth in this Article VII, with respect to any breach ofLosses for which a Surviving Entity Indemnified Person is entitled to indemnification under this Article VII, or inaccuracy insuch Surviving Entity Indemnified Person shall satisfy such Losses (i) first from the Indemnity Escrow Amount to the extent then available in accordance with Section 7.10(m); (ii) second, by set off against the Earnout Payment, if any, in accordance with Section 7.10(m)(iii); (iii) third by the Stockholder Indemnifying Parties. To the extent any Transferor Limited Representation until claim for indemnity by a Surviving Entity Indemnified Person is satisfied with Surviving Entity Common Stock, the Parties shall treat the value of such shares of Surviving Entity Common Stock as being equal to the Average Price as of the date of such payment. (ii) Except as otherwise expressly provided in this Agreement, the maximum aggregate amount of all such indemnification payments for which the Stockholder Indemnifying Parties will have liability to the Surviving Entity Indemnified Persons, other than with respect to Fundamental Representations, Excluded Taxes, Statutory Representations or Fraud-Type Claims, will not exceed $1,000,000. (iii) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnification payments for Losses exceeds an amount equal related to 2.0% of (i) Statutory Representations will not exceed $3,000,000 and (ii) Excluded Taxes or Fundamental Representations will not exceed the ConsiderationMerger Consideration (the “Cap”), 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) individual liability with respect to any Stockholder Indemnifying Party resulting from a Fraud-Type Claim or willful 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 covenant committed 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 Stockholder Indemnifying Party shall not require litigation be subject to the Cap; and provided, further, that any such Losses resulting from a Fraud-Type Claim or other extraordinary activities, (ii) the indemnified willful breach of covenant committed by such Stockholder Indemnifying 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 recoverable only against that Stockholder Indemnifying Party and not against 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 Stockholder 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 Notwithstanding anything to the contrary set forth in this Agreement, in no event 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 liability of a Party under this Agreement exceed the Final Cash Consideration (less the amount of all such Losses exceeds an amount equal to 2.0% of any insurance proceeds received by the ConsiderationBuyer Indemnitees (including under the RWI Policy), in which event Transferor shall be liable for all such Losses from the first dollarcase of Seller’s aggregate liability); 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 this paragraph shall not exceed an amount equal limit Seller Indemnitees indemnification obligation pursuant to 10.0% of the ConsiderationSection 7.2(a). (ba) If any Loss sustained by an indemnified Party is covered by an insurance policyExcept in the case of Fraud, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party Buyer Indemnitee shall use commercially reasonable efforts to recover any Losses under the Loss from RWI Policy in connection with any claim that is or would reasonably be recoverable under the Primary ObligorRWI Policy, prior to seeking indemnification under this Agreement (to the extent that such Buyer Indemnitee is entitled to indemnification for such Losses hereunder); provided, however, that (ix) Buyer shall have satisfied such obligation if they have made a claim under the RWI Policy (together with any supporting information reasonably requested by the insurer) and have used commercially reasonable efforts to pursue recovery thereunder for the Losses for which such indemnification is sought and the insurer has, in whole or in part, denied such claim under the RWI Policy or the insurer under the RWI Policy has asserted that coverage for such Losses is not available under the RWI Policy for any reason, including as a result of any exclusion or coverage limitation of the indemnified Party shall not require litigation or other extraordinary activitiesRWI Policy, (iiy) Buyer shall have provided to Seller copies of all claim notices to and correspondence with the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with insurer regarding its pursuit of recovery for such efforts Losses, and (iiiz) Buyer shall have no indemnification obligation to make any claim under the RWI Policy once the claims period under the RWI Policy has expired or recovery Buyer has recovered for Losses under the RWI Policy up to the coverage limitation thereunder. Any claim made under the RWI Policy and in accordance with this Agreement Section 7.4(a) shall be delayed or withheld due to the failure of any Primary Obligor deemed to have paid the indemnified Party for been validly made against Seller under Section 7.5 and such Loss. claim shall survive indefinitely. (b) The amount of any Losses for which an indemnifying Party is responsible that are subject to indemnification under this ARTICLE Article VII shall be reduced by the amounts amount of any insurance proceeds actually recovered received by an indemnified the Indemnified Party from a Primary Obligorin respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses, net of premium increases, deductibles and other the costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection and Taxes (such amount, a "Net Recovery"“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified Party recovers from a Primary Obligor after being indemnified (directly or indirectly) by an indemnifying Indemnifying Party, the indemnified Indemnified Party shall refund the Net Recovery promptly pay to the indemnifying Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. (c) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article VII to the extent such Losses were specifically taken into account in the determination of such prior indemnificationthe amounts reflected in the adjustments to the Final Cash Consideration. (d) No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the RWI Policy) more than once in respect of the same Losses suffered. Notwithstanding In the foregoingevent that any circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, Transferor the relevant party shall not be entitled to be indemnified by or otherwise recover make recovery only once in respect of any amount from such Losses incurred. (e) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall have any Transferred Company liability to an Indemnified Party in respect of, and Losses shall not include, any punitive or Hoshi if other similar damages unless awarded to a third party pursuant to a Final Determination thereof, or any consequential or incidental damages unless such amount would constitute Losses for which Transferor is otherwise liable damages are a reasonably foreseeable consequence of the matter giving rise to a claim for indemnification under this ARTICLE VIIhereunder.

Limitations. (a) Transferor The Apollo Stockholders shall not be liable have any obligation to indemnify Parent from and against any Damages under Section 7.02(a)(i6.1, other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Parent Indemnitees have suffered Damages by reason of all such breaches in excess of a $2,000,000 aggregated deductible (after which point the Apollo Stockholders will be obligated to indemnify the Parent Indemnitees from and against all such Damages, including the first $2,000,000) and such indemnification obligation shall not exceed $20,00,000 except in the case of fraud or intentional misrepresentation. (b) Parent shall not have any obligation to indemnify the Indemnified Securityholders from and against Damages under Section 6.2, other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Indemnified Securityholders have suffered Damages by reason of all such breaches in excess of a $2,000,000 aggregated deductible (after which point Parent will be obligated to indemnify the Indemnified Securityholders from and against all such Damages, including the first $2,000,000) and such indemnification obligation shall not exceed $20,00,000 except in the case of fraud or intentional misrepresentation. (c) The rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to any breach and all matters arising out of, relating to, or inaccuracy inconnected with this Agreement, 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 dollarCompany and its Subsidiaries and their respective assets and liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in equity for fraud or intentional misrepresentations. (d) No Apollo Stockholder shall have any right of contribution against the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) Company or the Surviving Corporation with respect to any breach ofby the Company of any of its representations, warranties, covenants or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationagreements. (be) 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 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 Article VI shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts actually recovered by an indemnified Party from a Primary Obligorso received shall be payable to the Indemnifying Party, net regardless of premium increases, deductibles and other costs reasonably incurred when received by the indemnified Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (f) Notwithstanding anything to the contrary contained in connection with this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 6.1(a) or 6.2(a), and subject to the deductible amounts set forth in Sections 6.5(a) or 6.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate of document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” in each instance where the effect of such recovery, including investigation term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g. “reasonably be expected to,” “could have” and similar restrictions and qualifiers were deleted from such representations and warranty). (g) To the extent that Parent’s payment in cash of any indemnification obligation of Parent under Section 6.2 would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the underlying claim and Code, such indemnification obligation shall be paid by Parent in the form of collection (shares of common stock of Parent having a fair market value of any 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 VIIobligation.

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. (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 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 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 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 3.2.9 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. 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 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 $500,000 (the "Deductible") and then indemnification shall only be required 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 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 the foregoingDeductible; provided, Transferor however, the Deductible shall not be entitled applicable to (i) Sellers' obligation to indemnify Purchaser for Non-Assumed Liabilities, (ii) Purchaser's and ▇▇▇▇▇▇'▇ obligation to indemnify Sellers for Assumed Liabilities or (iii) adjustments to the Purchase Price provided for in Section 5.05. (b) No indemnification shall be required to be indemnified made by the Defending Party of the amount of the Asserting Party's Losses that is in excess of $3,750,000 except for (i) Sellers' obligation to indemnify Purchaser for Non-Assumed Liabilities and (ii) Purchaser's and ▇▇▇▇▇▇'▇ obligation to indemnify Sellers for Assumed Liabilities, as to which there is no limitation. (c) The indemnification obligation of a Defending Party shall be reduced so as to give effect to any net reduction in federal, state, local or otherwise recover foreign income or franchise tax liability realized at any time by the Asserting Party in connection with the satisfaction by the Defending Party of a claim with respect to which indemnification is sought hereunder. The indemnification obligation of a Defending Party shall also be reduced to the extent of any available insurance proceeds; provided, however that such reduction shall not be effective until the Asserting Party has realized the benefit of any such tax reduction or has received any such insurance proceeds. 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 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) 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 an shall supersede and displace all other rights that either party may have under this ARTICLE VIIstatute or common law.

Limitations. Notwithstanding anything in this Agreement (including this Article IX) to the contrary: (a) Transferor No amount of Damages shall be payable pursuant to Section 9.2(a)(i) to any Behringer Indemnified Party unless the aggregate amount of all Damages that are indemnifiable pursuant to Section 9.2(a)(i) exceeds $500,000 (the “Behringer Deductible”), after which the aggregate amount in excess of the Behringer Deductible shall thereafter be recoverable in accordance with the terms hereof. For the avoidance of doubt, it is acknowledged and agreed that the Behringer Deductible shall be calculated in the aggregate with respect to all Indemnity Claims by the Behringer Indemnified Parties, respectively, pursuant to Section 9.2(a)(i) and not separately. (b) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article IX that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Damages. (c) In no event shall the Service Providers be responsible and liable for any Damages or other amounts for which Services Holdings and/or BHMP GP has an obligation of indemnification under Section 7.02(a)(i9.2(c). (d) In no event shall BHMP GP be responsible and liable for any Damages or other amounts for which Services Holdings or the Service Providers have an obligation of indemnification under Section 9.2(b). (e) No Behringer Indemnified Party shall have any right of contribution against MF REIT or any of its Affiliates 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% by a member of the ConsiderationBehringer Group of any of its representations, in which event Transferor shall be liable for all such Losses from the first dollar; providedwarranties, 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, covenants or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationagreements. (bf) 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 Damages for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII Article IX shall be reduced by the amounts any related recoveries actually recovered by an indemnified the 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 under insurance policies of the underlying claim and Indemnifying Party or other related payments actually received from third parties other than, in the case of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Behringer Indemnified Party, another Behringer Indemnified Party, and in the indemnified case of a MF REIT Indemnified Party, another MF REIT Indemnified Party. However, and notwithstanding anything else in this Agreement, it is agreed that under no circumstances shall any Indemnified Party shall refund be required to prosecute any claim or seek payment or coverage under any insurance policy of the Net Recovery to the indemnifying Indemnified Party. (g) Each Party agrees that to the extent any representation or warranty of any other Party made in this Agreement is, to the Knowledge of such Party on or prior indemnification. Notwithstanding to the foregoingInitial Closing Date or the Self-Management Closing Date, Transferor as applicable, untrue or incorrect, such Party 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 have no rights under this ARTICLE VIIArticle IX by reason of such untruth or inaccuracy.

Limitations. (a) Transferor The amount of any Losses that are subject to indemnification, payment or reimbursement under this Article IX shall not be liable under Section 7.02(a)(ireduced by (i) the amount of any insurance proceeds actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses, net of the costs of collection, increase in premiums and (ii) Taxes attributable to receipt of such insurance proceeds (“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any breach ofLosses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to 2.0% of such Third-Party Payment or, if it is a lesser amount, 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 ofsuch previously indemnified, paid or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationreimbursed Losses. (b) If Notwithstanding anything to the contrary herein, in no event shall any Loss sustained by an indemnified Indemnifying Party is covered by an insurance policybe required to indemnify, defend, hold harmless, pay or an indemnification, contribution or similar obligation reimburse any Indemnified Party for Losses under this Article IX to the extent such Losses were specifically taken into account in the determination of another Person the amounts reflected in adjustments to the Final Purchase Price. (a "Primary Obligor"), the indemnified c) No Indemnified Party shall use commercially reasonable efforts will be entitled to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts damages in respect 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 claim under this Agreement before or simultaneously with such efforts and (iii) no indemnification otherwise obtain indemnification, payment 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 reimbursement more than once in connection with such recovery, including investigation respect of the underlying same Losses suffered. In the event that any circumstance gives rise to more than one right of claim and or constitutes a breach of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partymore than one covenant or agreement hereunder, the indemnified Party relevant 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 indemnified, paid or otherwise recover reimbursed only once in respect 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 VIIincurred.

Limitations. (a) Transferor Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, willful breach or intentional misrepresentation, (i) an Indemnified Party shall not be liable under entitled to indemnification pursuant to Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 7.2 unless and until the aggregate total amount of the Losses incurred by all such Losses Indemnified Parties exceeds an the amount equal to 2.0% of (x) the Considerationtotal Purchase Price received by the Selling Shareholder under Section 2.4 divided by (y) 140 (such amount, the “Basket”), in which event Transferor the Indemnified Parties shall be liable entitled to receive indemnification of the full amount of the Losses (including, for all the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses from the first dollar; providedmust exceed Eighteen Thousand Dollars (US$18,000)), however, that and (ii) the aggregate amount Liability of all Losses the Indemnifying Parties to the Indemnified Parties for which Transferor indemnification under Section 7.2 shall be liable limited to no more than the total Purchase Price received by the Selling Shareholder 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 Consideration2.4. (b) If The amount of any Loss sustained Losses incurred by an indemnified any Indemnified Party is covered shall be reduced by an the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policypolicies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or an indemnificationin connection with, contribution or similar obligation of another Person (a "Primary Obligor"), insurance payments for the indemnified Losses. Such Indemnified Party shall use commercially reasonable efforts to recover effect any such recovery. (c) For the Loss from the Primary Obligor; providedavoidance of doubt, 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 any Liability under this Agreement shall be delayed or withheld due to the failure determined without duplication 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 recovery 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 reason of the underlying claim state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, 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 no 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 recover the same Losses or otherwise recover obtain payment, reimbursement or restitution for the same expenses more than once in respect of any amount from inaccuracy or breach of any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under provision of this ARTICLE VIIAgreement.

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)(iNotwithstanding any other provision of this Agreement, (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% liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under this Agreement shall in no event exceed the Base Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that and (ii) 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% liability of the ConsiderationBuyer Indemnifying Parties to indemnify the Seller Indemnified Parties for Losses under this Agreement shall in no event exceed the Base Consideration (excluding the obligations of Buyer to pay the Base Consideration at Closing). (b) If The obligation of any Loss sustained by an indemnified Party is covered by an insurance policyor Parties obligated to provide indemnification (the “Indemnifying Party”) to indemnify any Person entitled to indemnification (the “Indemnified Party”) against any Losses under Section 12.3, or Section 12.4 shall be reduced (i) by any amounts actually received by any Indemnified Party pursuant to any indemnification by, or any indemnification or other agreement with, any third party with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery) and (ii) by the amount of insurance proceeds (including proceeds under the R&W Insurance Policy) or other cash receipts or sources of reimbursement actually received by any Indemnified Party from third parties, including third party insurers, with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery). In furtherance of the foregoing, if an indemnificationIndemnifying Party pays to any Indemnified Party an amount in respect of Losses and any Indemnified Party thereafter receives from a third party a sum in respect of the matter giving rise to such Losses that would cause such Indemnified Party to recover amounts in the aggregate that exceed the amount of the relevant Losses, contribution or similar obligation of another Person then (A) if the excess was paid to a "Primary Obligor")Buyer Indemnified Party, Buyer shall promptly repay to Seller an amount equal to such excess and (B) if the indemnified excess was paid to a Seller Indemnified Party, Seller shall promptly repay to Buyer an amount equal to such excess. The Indemnified Party shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. For the Loss avoidance of doubt, this Section 12.5(b) shall not apply to amounts paid pursuant to Section 12.1(b). (c) This Article XII will provide the sole and exclusive remedy for each of the Parties hereto for any and all claims relating to this Agreement and the Transactions, including any misrepresentations, breach of warranty, covenant or other agreement set forth in this Agreement or other claim arising out of this Agreement or the Transactions (other than equitable remedies as they relate to breaches of covenants or other agreements contained herein to the extent such covenants or agreements are to be performed after the Closing), regardless of applicable Law or the legal theory under which such liability or obligations may be sought to be imposed, whether sounding in contract or tort, or whether at Law or in equity or otherwise. Nothing herein is intended to (or shall) restrict the obligations of any Person under the express terms of any Transaction Document entered into pursuant to this Agreement. (d) Except as specifically set forth in this Agreement or the Environmental Responsibilities Addendum, effective as of the Effective Time, Buyer waives any rights and claims Buyer or its Affiliates may have against Seller and its Affiliates, whether in law or equity, relating to claims for contribution and other rights of recovery with respect to the Company and its subsidiaries and their respective businesses and assets, including claims or rights arising out of or relating to any Laws or Environmental Law (whether now or hereinafter in effect). (e) Except as provided in this Section 12.5(e) and in Section 12.1(b), all claims for indemnification made by any Buyer Indemnified Party pursuant to Section 12.3(a) shall be made against and satisfied solely and exclusively out of the insurance coverage provided by the R&W Insurance Policy. There shall be no personal recourse against Seller and the R&W Insurance Policy shall be the sole and exclusive source of recovery by Buyer Indemnified Parties for Losses pursuant to Section 12.3(a) except as provided in Section 12.1(b) and except that Buyer Indemnified Parties may recover from Seller for breaches of a Fundamental Representation to the Primary Obligor; providedextent (and only to the extent) that stated coverage available under the R&W Insurance Policy is not adequate to pay Losses provided that such claim has been made within the appropriate survival period set forth in Section 12.2 and is otherwise not restricted by the limitations set forth in this Section 12.5. (f) Each Indemnified Party shall take commercially reasonable efforts to mitigate any Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, howeverevent or circumstance giving rise to such Losses. (g) In the event that any specific Losses are suffered by any one or more Indemnified Party for which any such Indemnified Party is entitled to indemnification and any such Indemnified Party is actually indemnified by an Indemnifying Party in full with respect to all such Losses incurred by such Indemnified Party, that then such Losses shall be deemed to no longer exist and, therefore, any further recovery by such Indemnified Party from any Indemnifying Party for such same Losses would constitute an unintended “double” recovery and shall be prohibited under this Agreement. (h) Notwithstanding the foregoing, (i) such efforts of this Article XII (including the indemnified Party limitations set forth in this Section 12.5), shall not require litigation apply to Losses arising under or other extraordinary activities, in connection with Fraud except to the extent such Losses are covered by the R&W Insurance Policy and (ii) the indemnified Party may attempt limitations set forth in this Section 12.5 shall not apply to recover from the indemnifying Party Losses arising 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 recoverythe Environmental Responsibilities Addendum. For the avoidance of doubt, including investigation the Parties agree that nothing in this Article XII shall limit or otherwise affect the obligations 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, Parties under 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 VIIEnvironmental Responsibilities Addendum.

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 The maximum aggregate amount of all such Losses exceeds that the Indemnified Parties shall be entitled to recover pursuant to this Article 8 is an amount equal to 2.0% of the ConsiderationBase Purchase Price, in which event Transferor except that: (i) the maximum aggregate amount that the Indemnified Parties shall be liable for all such Losses from entitled to recover pursuant to General Representation Claims (other than in the first dollar; providedcase of actual fraud, however, that the aggregate amount of all Losses for which Transferor intentional misrepresentation or willful breach) 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% the Indemnity Escrow Amount; (ii) the maximum aggregate amount that the Indemnified Parties shall be entitled to recover pursuant to Specified Representation Claims (other than in the case of actual fraud, intentional misrepresentation or willful breach) shall be an amount equal to Fourteen Million Dollars ($14,000,000); and (iii) there shall be no limitation on the Considerationamount that the Indemnified Parties are entitled to recover in the event of actual fraud, intentional misrepresentation or willful breach by the Shareholder or the Company or any of their respective Representatives (whether or not acting in their capacity as such). (b) If The Indemnified Parties’ first source of recovery for any claims under Section 8.2 shall be recourse against the Indemnity Escrow Fund, but if the amount remaining in the Indemnity Escrow Fund (if any) is insufficient to satisfy any portion of a Loss sustained for which a claim has been made under Section 8.2, the Indemnified Parties shall be entitled to recover such portion of such Losses not covered in the Indemnity Escrow Fund in respect of such claims directly from the Shareholder. (c) Notwithstanding anything to the contrary contained herein, any amounts that an Indemnified Party recovers against the Indemnity Escrow Fund for claims that are not General Representation Claims (i.e., Fundamental Representation Claims, Specified Representation Claims or claims made pursuant to clauses (ii) through (vi) of Section 8.2(a)) shall not reduce the amount that an Indemnified Party may recover with respect to claims that are General Representation Claims. As an illustrative example only, assuming there are no other claims for indemnification, in the event that Losses resulting from a Fundamental Representation Claim are first satisfied against the Indemnity Escrow Fund and such recovery fully depletes the Indemnity Escrow Fund, the maximum amount recoverable by an indemnified Indemnified Party pursuant to a subsequent claim that is covered a General Representation Claim shall continue to be the Indemnity Escrow Fund irrespective of the fact that the Indemnity Escrow Fund was used to satisfy such Fundamental Representation Claim, such that the amount recoverable for such two claims would be the same regardless of the chronological order in which they were made. Further, Acquiror shall have the right to set off any amounts claimed by an insurance policyIndemnified Party pursuant to Section 8.5 against amounts otherwise payable by or on behalf of Acquiror (including by the Escrow Agent) to the Shareholder. The exercise of any right of setoff by Acquiror on behalf of an Indemnified Party in good faith, whether or an indemnificationnot the claim is ultimately determined to be justified, contribution or similar obligation shall not constitute a breach of another Person this Agreement. (a "Primary Obligor")d) Subject to the other limitations described in this Agreement, the indemnified Party Shareholder shall use commercially reasonable efforts not have any obligations to recover indemnify the Loss Indemnified Parties from and against any Losses in respect of Representation Claims (other than with respect to Fundamental Representations or Specified Representation Claims) until the Primary Obligor; Indemnified Parties have suffered aggregate Losses in respect of Representation Claims (other than with respect to Fundamental Representations or Specified Representation Claims) in an aggregate amount that exceeds the Threshold, after which point the Shareholder shall be obligated to indemnify the Indemnified Parties from and against all such Losses in excess of the Threshold, provided, however, that (i) such efforts of that, the indemnified Party Threshold shall not require litigation apply to Losses resulting from actual fraud, intentional misrepresentation 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 VIIwillful breach.

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. Notwithstanding anything to the contrary set forth in this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(i) with With respect to any breach each indemnification obligation contained in this Agreement, all Losses shall be net of, and reduced by any third-party insurance or inaccuracy inindemnity, contribution or similar proceeds (net of the cost of recovery, any Transferor Limited Representation until retention or deductible, and any increase in premium attributable to such recovery) that have been actually recovered by the aggregate amount Indemnified Party (including the R&W Policy) or its Affiliates in connection with any Losses giving rise to the right of all indemnification. The Indemnified Party shall use reasonable best efforts to recover any such insurance or other proceeds from third parties to the same extent such Indemnified Party would recover such proceeds if such Losses exceeds were not subject to indemnification hereunder. If an Indemnified party receives any third-party insurance or indemnification, contribution or similar proceeds in respect of such Losses for which has previously been indemnified by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to 2.0% the lesser of (i) such Third-Party Payment or (ii) the amount of such previously indemnified Losses. No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the R&W Policy) more than once in respect of the Considerationsame Losses suffered. In the event that a circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, in which event Transferor the relevant party shall be liable for all entitled to be indemnified or make recovery only once in respect of any 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 Considerationincurred . (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 Buyer shall use its commercially reasonable efforts to recover seek recovery under the Loss R&W Policy with respect to Losses for which it seeks to be indemnified pursuant to ARTICLE VIII, to the extent such Losses result from or relate to a matter that is or could reasonably be covered under the Primary Obligor; providedR&W Policy. (c) Notwithstanding anything to the contrary herein, howeverbut subject to Section 1.4(d), that in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this ARTICLE VIII to the extent such Losses were specifically taken into account in the determination of the amounts reflected in the Post-Closing Adjustment. (d) Notwithstanding anything to the contrary contained in this Agreement, except to the extent awarded by a court to a third party pursuant to a Third-Party Claim, (i) such efforts of the indemnified no Indemnifying Party shall have any liability to an Indemnified Party in respect of, and Losses shall not require litigation include, any punitive, special or other extraordinary activities, exemplary damages and (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before no “multiple of profits” or simultaneously with such efforts and (iii) no indemnification “multiple of cash flow” or recovery under this Agreement other similar valuation methodology or performance metric shall be delayed or withheld due to used in 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 incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection Losses. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified e) Each Indemnified Party shall refund the Net Recovery have reasonable best efforts 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 minimize and mitigate 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 VIIindemnifiable Loss.

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. (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 Notwithstanding anything contained herein to the contrary, Seller’s aggregate liability in respect of any obligation for Losses under Section 7.02(a)(i7.2(a) with respect to any breach of(except in the case of Fraud), 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% the amount of the ConsiderationPurchase Price. (b) If Notwithstanding anything contained herein to the contrary, Purchaser’s aggregate liability in respect of any Loss sustained obligation for Losses under Section 7.2(b) (except in the case of Fraud), shall not exceed an amount equal to the amount of the Purchase Price. (c) The amount of any indemnification payable under this Article VII in respect of a claim for indemnification pursuant to Section 7.2 shall be reduced by an indemnified Party is covered amount equal to the proceeds actually received by an a Purchaser Indemnitee or Wafra Indemnitee, as applicable, under any insurance policypolicy or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Purchaser Indemnitee or Wafra Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or an indemnificationarising from, contribution such claim or similar obligation of another Person (a "Primary Obligor"Losses), the indemnified Party . Each Purchaser Indemnitee and Wafra Indemnitee shall use its, his or her commercially reasonable efforts to recover pursue any insurance recovery or third-party recovery available to it with respect to any Loss for which such Purchaser Indemnitee or Wafra Indemnitee seeks indemnification pursuant to this Article VII (including during the Loss period following any payment to such Purchaser Indemnitee or Wafra Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Purchaser Indemnitee or Wafra Indemnitee shall not delay payment or indemnification of such Losses by the party against whom indemnification is sought pursuant to this Article VII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy or from a third party a sum which indemnifies or compensates such Person in respect of the Losses which are the subject matter of such claim, such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the lower of (i) the amount actually received by such Person from the Primary ObligorIndemnifying Party in respect of such claim and (ii) any sum recovered from the third party, in each case, less all reasonable out-of-pocket costs and expenses incurred by such Purchaser Indemnitee or Wafra Indemnitee in connection with obtaining such insurance proceeds or third-party recovery and any Tax suffered thereon. (d) No Person shall be entitled to recover from an Indemnifying Party or any Affiliate thereof more than once with respect to the same Loss (i.e. no double-counting). For the avoidance of doubt, claims for indemnification pursuant to Section 7.2 or Section 7.3 may be made based upon a liability which is contingent at the time such claim is made; provided, however, that (i) such efforts of the indemnified Party no Person 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 with respect to 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 VIIclaim unless and until such liability becomes an actual liability.

Limitations. (a) Transferor shall Except in the case of fraud, the Parent Indemnified Parties, as a group, may not be liable recover any Losses pursuant to an indemnification claim under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 8.02 unless and until the Parent Indemnified Parties, as a group, shall have paid at least $50,000 in Losses in the aggregate amount of (the “Threshold Amount”), in which case the Parent Indemnified Parties shall be entitled to recover all such Losses exceeds an amount equal to 2.0% in excess 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 ConsiderationThreshold Amount. (b) If Except in the case of fraud, the Parent Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 8.02 shall (i) first, be against any unvested Second Tranche Shares (valued at the Indemnification Per Share Valuation), as set forth in Section 8.05, and second, be recourse against the Edge Note and (ii) be limited, in the aggregate, to $2,000,000. (c) In the case of any claim of fraud that is not limited to recourse as set forth in Section 8.04(b), subject to Section 8.06, the Parent Indemnified Parties shall be entitled to bring indemnification claims against CBD Holding for the portion of any Loss sustained for which indemnification is not satisfied by the recourse provided for in Section 8.04(b) above (an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Excess Loss”), and CBD Holding will be liable for the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedExcess Losses, and CBD Holding will be liable in respect of such indemnification claim;provided, however, that liability of CBD Holding for all claims of fraud and indemnification claims under Section 8.02 shall be limited, in the aggregate, to the aggregate value of the Parent Payment Shares actually received by CBD Holding pursuant to Section 2.06 (it being understood that, for these purposes, each Parent Payment Share shall be valued at the Indemnification Per Share Valuation);provided, further, however, that that the foregoing shall not limit the liability of a Company Member who has committed fraud with respect to such fraud. (d) Except in the case of fraud, the Company Member Indemnified Parties, as a group, may not recover any Losses pursuant to an indemnification claim under Section 8.03 unless and until the Company Member Indemnified Parties, as a group, shall have paid Losses in the aggregate that exceed the Threshold Amount, in which case the Company Member Indemnified Parties shall be entitled to recover all such Losses, including such amounts as comprised any portion of such Threshold Amount;provided, however, that no indemnification claim asserting Losses (including any Losses arising out of the same or any series of related facts and circumstances) in an amount equal to or less than $50,000 will count toward the calculation of the Threshold Amount. (e) Except in the case of fraud, the liability of Parent for indemnification claims under Section 8.03 shall be limited, in the aggregate, to $2,000,000. (f) In the case of indemnification claims for cases of fraud, the aggregate liability of Parent for such indemnification claims shall be limited to the aggregate value of the Parent Payment Shares actually received by the Company Members pursuant to Section 2.06, (it being understood that, for these purposes, each Parent Payment Share shall be valued at the Indemnification Per Share Valuation. (g) Except for a claim of fraud, (i) such efforts of the indemnified no Indemnified Party shall not require litigation be required to show reliance on any representation, warranty, certificate or other extraordinary activitiesagreement in order for such Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder, and (ii) no Indemnified Party shall be permitted to assert, and no Indemnifying Party shall have any liability for, any indemnification claim asserting Losses (including any Losses arising out of the indemnified Party may attempt same or any series of related facts and circumstances) in an amount equal to recover or less than $100,000. (h) No Company Member shall have any right of contribution, indemnification or right of advancement from the indemnifying Party Surviving Company, Surviving LLC or Parent with respect to any Loss for which the Parent Indemnified Parties is entitled to indemnification under this Agreement before or simultaneously with such efforts and Section 8.02. (iiii) no indemnification or recovery under this Agreement shall be delayed or withheld due The obligations of the Indemnifying Parties 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 Loss hereunder shall be reduced by the amounts amount of any insurance proceeds, indemnification payments, contribution payments, reimbursements or other payments actually recovered received by an indemnified Party from a Primary Obligorthe Indemnified Parties in respect of such Losses or any of the events or circumstances giving rise to such Losses, in each case, net of premium increasesany costs or expenses incurred in obtaining such insurance, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoveryindemnification, contribution or reimbursement, including investigation of the underlying claim and of collection (such amountany increases in insurance premiums resulting from any insurance recovery), a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partyand, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent any such amounts are received after satisfaction of an indemnification claim against the Indemnifying Parties, the Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Parties the aggregate amount so received (each Company Member being entitled to their Pro Rata Portion of such prior indemnification. amounts). (j) Notwithstanding anything to the foregoingcontrary set forth herein, Transferor no Indemnified Party shall not be entitled to be indemnified by indemnification for any Losses based on or otherwise recover any amount from any Transferred Company arising out of the same set of facts or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable circumstances under more than one claim for indemnification under this ARTICLE VIIhereunder, regardless of whether such facts or circumstances would give rise to multiple claims for indemnification hereunder.

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 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.

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 Notwithstanding any else herein, except in the case of actual and intentional common law fraud, (i) Seller’s maximum aggregate liability pursuant to Section 6.02 shall not exceed fifty percent (50%) of the amount of any Purchase Price actually paid by Buyer and received by Seller, and (ii) an Indemnified Party shall not be liable under Section 7.02(a)(i) with respect permitted to recover any breach of, or inaccuracy in, any Transferor Limited Representation Damages until the aggregate amount of all such Losses Damages exceeds an amount equal to 2.0% $20,000, and then only to the extent 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 Considerationexcess. (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 or other third-party recovery actually recovered received by an indemnified such Indemnified Party from a Primary Obligor, net with respect to such indemnity claim minus the amount of premium increases, deductibles any increase in insurance premiums and other reasonable costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection directly attributable to such recovery (such amount, a "Net the “Recovery"”). If an indemnified Indemnified Party recovers from a Primary Obligor after being receives any insurance payment or third-party payment in connection with any claim 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 thirty (30) calendar days of receiving such insurance payment, an amount equal to the extent Recovery (up to the amount paid by the Indemnifying Party). (c) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article VI that are (i) consequential damages or Damages for lost profits or diminution in value, or (ii) punitive, special, trebled or exemplary damages, in each case other than any amounts paid to an unaffiliated third party with respect to a third-party claim based on a final judgment. (d) Except with respect to claims related to actual and intentional common law fraud or for specific performance as provided in Section 7.13, from and after the Closing the rights of such prior indemnificationthe Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement. Notwithstanding Without limitation of the foregoing, Transferor in no event shall not any party, its successors or permitted assigns be entitled to be indemnified by claim 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 VIIseek rescission of the transactions contemplated hereby.

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 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. (ai) Transferor shall Notwithstanding anything in this Agreement to the contrary, Buyer will not be liable to any Seller Party for any Losses under Section 7.02(a)(i6.3(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation unless and until the aggregate amount of the Losses relating to all such Losses claims exceeds an amount equal to 2.0% of the ConsiderationThreshold, in at which event Transferor time Buyer shall be liable for the amount of all such Losses from the first dollar; provided, however, that dollar in accordance with 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 Obligorterms hereof; provided, however, that (ix) such efforts Buyer shall not have any liability for any claim (or series of related claims) that involves Losses of less than the De Minimis Amount and (y) any claim (or series of related claims) that involves Losses of less than the De Minimis Amount shall not apply towards the satisfaction of the indemnified Party Threshold; provided, however, that neither the Threshold nor the De Minimis Amount shall not require litigation or other extraordinary activities, apply to the Losses resulting from breaches of the Seller Fundamental Representations. (ii) the indemnified In no event will any Seller Party may attempt be entitled to recover from the indemnifying Party under this Agreement before or simultaneously with make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits, or diminutions in value, in each case, suffered by such efforts and Seller Party. (iii) In determining the liability of a Party for indemnification pursuant to this Article 6, no indemnification or recovery under this Agreement Loss shall be delayed or withheld due deemed to have been sustained to the failure extent of any Primary Obligor to have paid the indemnified Party for proceeds previously received by 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, any insurance recovery (net of premium increases, deductibles and other all out-of-pocket costs reasonably incurred by the indemnified Party in connection with directly related to such recovery, including investigation ) or other recovery from a third party (net of the underlying claim and of collection (all out-of-pocket costs directly related to such amount, a "Net Recovery"recovery). If an indemnified amount is actually recovered from an insurance carrier or other third party after a payment has been made by the Indemnifying Party recovers from a Primary Obligor after being indemnified by an indemnifying Partypursuant to this Article 6, then the indemnified Party party receiving such amount shall refund the Net Recovery promptly remit such amount to the indemnifying Party Indemnifying Party. (iv) The Seller Parties will use commercially reasonable efforts to the extent mitigate any Losses upon becoming aware of any event, fact or circumstance that would reasonably be expected to, or does, give rise to 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 VIILoss.

Limitations. (a) Transferor shall not be liable The total Liability of the Seller Parties under Section 7.02(a)(i) with respect 5.2(a), on the one hand, and the Purchaser Parties under Section 5.2(b), on the other hand, shall be limited, in the aggregate, 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% the Purchase Price (which, for the avoidance of the Considerationdoubt, in which event Transferor shall be liable for all such Losses from inclusive of any Installment Payments and Contingent Payments that may become due and payable or have been paid hereunder) (the first dollar“Cap”); provided, however, that the aggregate amount limits imposed by this Section 5.3(a) shall not apply to any Damages arising out of all Losses or in connection with (i) any breach or inaccuracy of any Fundamental Representation (including the representations and warranties in Section 2.12 (Taxes)), (ii) any breach of any covenant, agreement, undertaking or obligation of a Seller Party, (iii) any Excluded Liability or other Liability of Seller, (iv) any indemnification obligation under Section 5.2(a)(iv) (Pre-Closing Taxes) or Section 5.2(a)(v) (Pre-Closing Proceedings), or (v) any fraud or intentional misrepresentation, in each case, for which Transferor there 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 Considerationno limit. (b) If Each Indemnitee shall take, and cause its controlled Affiliates to take, all reasonable steps to mitigate any Loss sustained Damages to the extent required 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 Obligorapplicable Legal Requirements; provided, however, that (i) such efforts of the indemnified Party no Indemnitee shall not require litigation be required to pursue any claim or other extraordinary activitiesrecovery under any insurance policy, bond, or similar arrangement as a condition to seeking indemnification hereunder, 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 Damages shall not be reduced by any insurance proceeds, indemnification payments, contribution payments, or other recoveries actually received by the Indemnitee from third parties, except to the extent such proceeds or payments are actually received by the Indemnitee prior to payment of the related indemnification claim hereunder, in which an indemnifying Party is responsible under this ARTICLE VII case the Damages shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligornet amount of such proceeds or payments (after deducting any costs of collection, net of premium increasesdeductibles, deductibles retention amounts, and other costs reasonably incurred by the indemnified Party increases in connection with insurance premiums attributable to such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"claim). If any Indemnitee receives any insurance proceeds, indemnification payments, contribution payments, or other third-party recoveries after receiving an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partyindemnification payment hereunder in respect of the same Damages, the indemnified Party such Indemnitee shall refund the Net Recovery promptly pay to the indemnifying Party to Indemnitor the extent lesser of (A) the net amount of such prior indemnification. Notwithstanding proceeds or payments (after deducting any costs of collection, deductibles, retention amounts, and increases in insurance premiums attributable to such claim) and (B) 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 of the indemnification under this ARTICLE VIIpayment previously received.

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 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. 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 shall not be liable under Except as set forth in Section 7.02(a)(i) with respect 10.3(b), the maximum amount an Indemnified Party may recover from an Indemnifying Party pursuant 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, indemnity provided for in which event Transferor Section 10.2 hereof shall be liable for all such Losses from limited to the first dollarEscrow Fund; provided, however, that except as set forth in Section 10.3(b), prior to any Dissolution, the liability of an Indemnifying Party for breaches of representations and warranties contained in Section 5.12 (Intellectual Property) shall be limited to a dollar amount equal to the Purchase Price. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder until such time as the aggregate amount of all Losses for which Transferor the Indemnified Party are entitled to indemnification pursuant to this Agreement exceeds $20,000, at which time the Indemnifying Party shall be liable under Section 7.02(a)(i) with respect obligated to any breach ofindemnify the Indemnified Party for the full amount of all such Losses, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal subject to 10.0% of the Considerationlimitations set forth herein. (b) If Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit the right of any Loss sustained Indemnified Party to pursue any available remedies for Losses exceeding the amount of the Escrow Fund to the extent that any such Losses are paid, sustained, incurred or accrued by an indemnified Party is covered by an insurance policyany Indemnified Party, or an indemnificationany of them, contribution directly or similar obligation of another Person (indirectly, as a "Primary Obligor")result of, the indemnified Party shall use commercially reasonable efforts to recover the Loss or in connection with, Losses resulting from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation fraud, intentional misrepresentation or other extraordinary activitieswillful misconduct, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement Liabilities, whether arising before or simultaneously with such efforts and after the Closing Date, that are not expressly assumed by Buyer pursuant to this Agreement, including without limitation, the Excluded Liabilities, or (iii) no indemnification or recovery under this Agreement any Transfer Taxes. (c) Nothing herein shall be delayed or withheld due to limit the failure liability of an Indemnifying Party for any breach of any Primary Obligor to have paid representation, warranty or covenant if 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 Closing does 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 VIIoccur.

Limitations. (a) Transferor shall not be liable Except as set forth in Section 4.11(g), the Parent agrees that after the Effective Time the sole and exclusive remedy for all Losses under Section 7.02(a)(i) 8.1 or otherwise in connection with respect to any breach of, this Agreement 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 transactions contemplated hereby shall be liable for all such Losses from to make one or more claims against 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 ConsiderationEscrow Fund. (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 Stockholders, the indemnified Party shall use commercially reasonable efforts to recover Company and the Loss from the Primary Obligor; providedParent or any of its affiliates, 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 indemnification for Losses arising out of matters referred to in this Article 8, unless it shall have given written notice to the indemnifying party, setting forth its claim for indemnification in reasonable detail, within the period from the Effective Time until the one-year anniversary of the Effective Time. (c) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made pursuant to this Article 8, whether from the Escrow Fund or otherwise, until the amounts which the indemnified by or party would otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for be entitled to receive as indemnification under this ARTICLE VIIAgreement aggregate at least $250,000, which shall be treated as a reduction of the indemnified party's damages. (d) 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 this Article 8. If the indemnifying party, within thirty (30) 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, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnifying party shall not settle or compromise such claim or proceeding without the written consent of the indemnified 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. (e) The indemnified party shall be kept fully informed by the indemnifying party of such action, suit or proceeding at all stages thereof, whether or not he or it is represented by counsel. The indemnifying party shall, at the indemnifying party's expense, make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such action, suit or proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

Limitations. (a) Transferor Notwithstanding anything to the contrary in this Article VIII: (i) the Equityholder Indemnifying Parties shall not have no liability under this ARTICLE VIII except with respect to claims for Losses with respect to a breach of a Company Fundamental Representation pursuant to Section 8.02 in accordance with the terms and conditions of this Agreement; (ii) in no event shall the indemnification obligations of the Equityholder Indemnifying Parties under this Article VIII exceed an amount equal to the Aggregate Purchase Price received by the Equityholder Indemnifying Parties (the “Aggregate Indemnification Cap”); and (iii) in no event shall any Equityholder Indemnifying Party be liable under this Article VIII for more than its Indemnification Percentage of the Aggregate Indemnification Cap. Notwithstanding the foregoing, none of the foregoing limitations shall apply to or otherwise limit any claims relating to Fraud (which, for the avoidance of doubt, are not subject to the indemnification obligations set forth in this Article VIII). (b) Under no circumstances shall any Indemnified Party be entitled to indemnification pursuant to this Article VIII for punitive or exemplary damages (except to the extent such damages are claimed by and required to be paid to a third party). (c) The Indemnified Parties shall use their respective commercially reasonable efforts to mitigate all Losses in respect of which the Indemnified Parties may be entitled to indemnification pursuant to this Article VIII. (d) The amount of any Losses recoverable by the Purchaser Indemnified Parties pursuant to Section 7.02(a)(i) with respect to any breach 8.02 shall be calculated net of, or inaccuracy inand reduced by, any Transferor Limited Representation until (i) third party insurance proceeds received by the Purchaser Indemnified Parties under third party insurance policies (including under the R&W Insurance Policy) on account of such Losses; provided, that, the amount of Losses will include the aggregate amount of all reasonable out-of-pocket costs and expenses of recovery or collection (including reasonable attorneys’ fees and expenses and the amount of any deductible under the applicable policy) (collectively, “Recovery Costs”), or (ii) refunds of Taxes or reductions in the amount of Taxes payable by the Purchaser Indemnified Parties on account of such Losses. Notwithstanding anything to the contrary herein, prior to seeking any indemnification or recovery against the Equityholder Indemnifying Parties with respect to any Losses pursuant to Section 8.02, the Purchaser Indemnified Parties shall first use their commercially reasonable efforts to promptly recover under any other sources of indemnification and insurance policies, including the R&W Insurance Policy, with respect to any Losses for which the Purchaser Indemnified Parties are entitled to indemnification under Section 8.02 to the extent such Losses exceeds are covered by such other sources or insurance polices (for the avoidance of doubt, without limiting the foregoing, using no less efforts to seek such recovery than they would if such Losses were not subject to indemnification under this ARTICLE VIII) (but, for the avoidance of doubt, only after the amount of any deductibles, retentions or similar costs have been satisfied and only to the extent such policies cover such Losses). In the event that an insurance recovery under a third party insurance policy (including under the R&W Insurance Policy) is actually received by the Purchaser Indemnified Parties with respect to any Losses for which the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be made to the Equityholder Indemnifying Parties by the Purchaser Indemnified Parties in accordance with written instructions provided by the Equityholders’ Representative, in an amount equal to 2.0% the lesser of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that (i) the aggregate amount of all such insurance recovery actually received by the Purchaser Indemnified Parties, net of any Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Parties in respect of such insurance recovery, and (ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. In the event that a third party indemnity payment is actually received by the Purchaser Indemnified Parties with respect to any Losses for which Transferor the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be liable made to the applicable Equityholder Indemnifying Parties by the Purchaser Indemnified Parties in accordance with written instructions provided by the Equityholders’ Representative, in an amount equal to the lesser of (i) the aggregate amount of such third party indemnity payment actually received by the Purchaser Indemnified Parties, net of any Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Parties in respect of such third party indemnity payment, and (ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. Notwithstanding anything in this Section 8.05 to the contrary, no Indemnified Party shall (i) be required to maintain or renew any insurance policies or any minimum amounts of coverage thereunder (other than under Section 7.02(a)(ithe R&W Insurance Policy), (ii) with respect to recovery from other sources of indemnification (other than under this Agreement or from insurance policies), be required to initiate, prosecute or maintain any breach of, Proceeding involving a Governmental Authority against such other source to mitigate any Losses to the extent such other source is a then current customer or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% supplier of the ConsiderationPurchaser Indemnified Parties or otherwise has a material business relationship with the Purchaser Indemnified Parties or (iii) make any claim against any insurance policy to the extent related to a matter that is excluded or otherwise carved out from coverage thereunder. (be) 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 indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that contrary herein: (i) such efforts of the indemnified no Indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt be entitled to recover from the indemnifying Party indemnification 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 ARTICLE VIII for such Loss. The amount of any Losses for which an indemnifying adjustment was made to the Aggregate Purchase Price hereunder, (ii) in the event any Purchaser Indemnified Party is responsible recovers any Losses with respect to a particular matter in respect of an indemnification claim made in accordance with this ARTICLE VIII, no other Purchaser Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this ARTICLE VII shall be reduced by Agreement, (iii) in 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 event any Equityholder Indemnified Party recovers from any Losses with respect to a Primary Obligor after being indemnified by particular matter in respect of an indemnifying indemnification claim made in accordance with this ARTICLE VIII, no other Equityholder Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this Agreement, and (iv) the Purchaser Indemnified Parties acknowledge and agree that in the event a claim under the R&W Insurance Policy is denied and any Purchaser Indemnified Party, ’s actions (or inaction) is the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent sole cause of such prior indemnification. Notwithstanding the foregoingdenial, Transferor such parties shall not be entitled to be indemnified indemnity by the Equityholder Indemnifying Party to the extent prejudiced thereby. (f) Except in the case of (i) claims for Fraud, (ii) claims relating to or otherwise recover any amount arising from any Transferred breach after the Closing of any Post-Closing Covenants, (iii) claims for breach occurring after the Closing under any Transaction Document (other than this Agreement or the certificates delivered pursuant to Section 7.02(c) and Section 7.03(c) of this Agreement), or (iv) claims for equitable remedies, from and after the Closing, the rights to indemnification and payments set forth in ARTICLE VIII shall be the sole and exclusive remedy and recourse of the Indemnified Parties with respect to or relating to any breach of this Agreement or any of the transactions contemplated by this Agreement, regardless of the Law or legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or equity. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall, or shall be deemed or construed to, waive or release any claims relating to Fraud. (g) Any payments made to an Indemnified Party pursuant to this ARTICLE VIII shall be treated, to the extent permitted by Law, as an adjustment to the purchase price for Tax purposes. (h) The Equityholder Indemnifying Parties shall not have and shall not exercise or assert (or attempt to exercise or assert) any right of contribution, right of indemnity or advancement of expenses or other right or remedy under any provisions of any Organizational Documents or indemnification agreement of any of the Company or Hoshi if its Subsidiaries against any of the Purchaser, Surviving Corporation, Company or its Subsidiaries or other Purchaser Indemnified Parties in respect of any indemnification obligation or any other liability to which such amount would constitute Losses for which Transferor is otherwise liable for indemnification Equityholder Indemnifying Party may become subject under this Agreement or any Transaction Document. (i) For purposes of this ARTICLE VIIVIII (including for purposes of determining whether a representation or warranty has been breached and the amount of Losses subject to indemnification), the representations and warranties of the Company shall be deemed to not be qualified by, and shall be interpreted without giving effect to, any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect,” except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes.

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. (a) Transferor The amount of any Losses that are subject to indemnification under this Article VIII shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party in respect of such Losses, net of the costs of collection and irrecoverable Taxes (“Third-Party Payments”). The Indemnified Party shall use reasonable best efforts to recover any such insurance or other proceeds from third parties to the same extent such Indemnified Party would recover such proceeds if such Losses were not be liable under Section 7.02(a)(i) subject to indemnification hereunder. If an Indemnified Party receives any Third-Party Payment with respect to any breach ofLosses for which it has previously been indemnified by an Indemnifying Party, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to 2.0% the lesser of (i) such Third-Party Payment or (ii) the amount of such previously indemnified Losses. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.04(d), in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article VIII to the extent such Losses were specifically taken into account in the determination of the Considerationamounts reflected in the Final Contribution Adjustment Amount. (c) No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the RWI Policy) more than once in respect of the same Losses suffered. In the event that any circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, in which event Transferor the relevant party shall be liable for all entitled to be indemnified or make recovery only once in respect of any such Losses from incurred. (d) Notwithstanding anything to the first dollarcontrary contained in this Agreement, (i) no Indemnifying Party shall have any liability to an Indemnified Party in respect of, and Losses shall not include, any punitive, special or exemplary damages and (ii) no “multiple of profits” or “multiple of cash flow” or other similar valuation methodology or performance metric shall be used in calculating the amount of any Losses; provided, however, that such limitations on damages shall not apply to the aggregate amount of all Losses extent sought by and awarded to a third party with respect to a Third-Party Claim for which Transferor an indemnification claim is brought. (e) No Indemnifying Party shall be liable under this Article VIII in respect of any Loss which is contingent unless and until such contingent Loss becomes an actual liability that has been incurred or is due and payable; provided that this Section 7.02(a)(i8.05(e) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal limit the ability of any Indemnified Party to 10.0% of the Considerationsubmit a Claim Notice. (bf) 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 best efforts to recover minimize and mitigate any indemnifiable Loss (other than any Loss that is a Tax), and if the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt fails 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 Partydo so, the indemnified 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 indemnified, defended or otherwise recover held harmless for any portion of such Loss that reasonably could have been avoided had the Indemnified Party so complied. (g) The amount from of any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for that are subject to indemnification under this ARTICLE VIIArticle VIII shall be (i) reduced by the amount of any cash Tax benefit actually realized by the Indemnified Party as a result of the Loss to which such indemnity payment relates in the taxable year in which such Loss is incurred (net of any costs, expenses or Taxes incurred by the Indemnified Party in connection with obtaining such Tax benefit) and (ii) increased by any Taxes imposed on the Indemnified Party in connection with the receipt or accrual of the related payment or indemnity (in the case of each of clauses (i) and (ii), as determined on a with-and-without basis). Notwithstanding the foregoing, with respect to any indemnity payment in respect of a Loss of the Company or any Great American Entity disregarded as separate from the Company for U.S. federal income Tax purposes, this Section 8.05(g) shall not apply. (h) In no event will any Seller be liable for a breach of any representation or warranty, covenant or agreement made by any other Seller; provided that, for purposes of this Section 8.05(h), pre-Closing breaches or failures to perform by any Great American Entity shall be attributable to, and be deemed breaches or failures by, BR Financial.

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. (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 The Parent, the Merger Sub, the Company and the Company Stockholder agree that, to the fullest extent permitted by applicable law and except for claims of fraud, willful breach or intentional misrepresentation by the Company, or of a breach of Section 3.03 (Capitalization), 3.04 (Authority Relative to this Agreement), or 3.15 (Taxes) (the “Tax Representation”) of this Agreement (the “Special Representations”), or any claims covered by clauses (ii) through (viii) of Section 8.07, the indemnification provisions contained in this Article VIII and recovery from the Escrow Cash shall not be liable under Section 7.02(a)(ithe sole and exclusive remedy and recourse for damages (other than specific performance and injunctive relief) with respect to this Agreement or any of the transactions contemplated hereby or for any breach ofof this Agreement by any party hereto or thereto. Notwithstanding anything contained herein to the contrary, or inaccuracy in, no Parent Indemnified Person shall have any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% claim for Damages in excess of the Consideration, Aggregate Merger Consideration except in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount case 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 Considerationfraud. (b) If Notwithstanding anything contained herein to the contrary, no Parent Indemnified Person may recover in respect of any Loss sustained claim for indemnification that is made pursuant to clause (i) of Section 8.07 and does not involve fraud, willful breach or intentional misrepresentation by the Company unless and until Damages in an indemnified Party is covered by individual amount greater than $25,000 (the “De Minimis Threshold”) and in an insurance policyaggregate amount greater than $250,000 (the “Basket”) have been incurred, paid or properly accrued, in which case the Parent Indemnified Persons may make claims for indemnification in respect of any Damages in excess of the Basket; provided that all claims for indemnification which individually exceed the De Minimis Threshold may be aggregated for purposes of determining whether the Basket has been reached, and that, for purposes of determining whether claims for indemnification individually exceed the De Minimis Threshold and whether such De Minimis Threshold has been reached, all claims for indemnification arising out of the same, similar or related set of facts, circumstances or events giving rise to an indemnification, contribution alleged breach or similar obligation violation of another Person (a "Primary Obligor"), the indemnified Party representations and warranties contained herein shall use commercially reasonable efforts to recover the Loss from the Primary Obligorbe aggregated; providedprovided further, however, that any Damages arising from or relating to the Tax Indemnification (ior any claim in respect thereof) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, covered by clauses (ii) through (viii) of Section 8.07 or arising from or relating to a breach of any Special Representation are not subject to either of the indemnified Party De Minimis Threshold or the Basket and may attempt be deducted from Escrow Cash on a dollar for dollar basis. (c) No affiliate, or officer, director, employee or agent of the Company shall have any liability hereunder except as expressly agreed herein. The limitations in this Section 8.08(c) apply to recover from the indemnifying Party all causes of action under or relating to this Agreement before regardless of the form of action. The existence of one or simultaneously with such efforts more claims or suits will not enlarge any limit. (d) Notwithstanding any other provision of this Agreement, other than the Tax Indemnification, the tax indemnification covered by clause (v) of Section 8.07, and (iii) a breach of Section 3.15(c), no indemnification or recovery under this Agreement Parent Indemnified Person shall be delayed or withheld due to indemnified for Taxes incurring in any period beginning after 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 VIIClosing Date.

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 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 Notwithstanding anything to the contrary contained in this Agreement: (i) no individual claim or series of related claims for indemnification under Section 9.1(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [*]; (ii) the Buyer shall not be liable permitted to recover any Damages under Section 7.02(a)(i9.1(a) with respect until such Damages exceed the Deductible, at which point the Buyer shall recover such Damages in excess of the Deductible; and (iii) subject to any breach ofSection 9.6, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% Damages that may be recovered by the Buyer under this Article IX shall not exceed the balance of the Consideration, in which event Transferor Escrow Account and shall be liable for all such Losses from payable solely out of the first dollarEscrow Account pursuant to the terms of the Escrow Agreement; provided, however, that the aggregate amount limitations set forth in clauses (i) and (ii) of all Losses for which Transferor shall be liable under this Section 7.02(a)(i9.5(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% apply in the case of the ConsiderationExcluded Matters. (b) If In no event shall any Loss sustained Company Equityholder have any personal liability for any Damages and the Buyer’s sole recourse for any Damages shall be to the proceeds available in the Escrow Account. (c) The amount of Damages recoverable by an indemnified Indemnified Party is covered under this Article IX with respect to an indemnity claim shall be reduced by an insurance policy, (i) the amount of any net Tax benefit actually received in cash or in actual reduction of a current Tax liability by the Indemnified Party (or an indemnificationAffiliate thereof) (after first taking into account all other items of income, contribution gain, loss, deduction or similar obligation credit (or any other Tax attributes) of another Person such Person) directly attributable to the incurrence or payment of the underlying obligations relating to such indemnity claim in the taxable year of such incurrence or payment and the next taxable year immediately following such taxable year and (ii) the amount of any insurance payment received by such * Omitted information is the subject of a "Primary Obligor"), request for confidential treatment pursuant to Rule 24b-2 under the indemnified Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim. An Indemnified Party shall use commercially reasonable efforts to recover pursue, and to cause its Affiliates to pursue, all insurance claims to which it is entitled, the Loss proceeds of which would provide compensation with respect to the Damages that are the subject of such indemnity claim. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Damages for which it has already been paid under this Article IX, the Indemnifying Party shall be reimbursed within 30 days after received such insurance payment by an amount equal to the lesser of (A) the amount previously received by the Indemnified Party under this Article IX with respect to such claim or (B) the amount of such insurance payment; provided that, if the indemnity claim was made by Buyer, (x) if the reimbursement is to be paid prior to the termination of the Escrow Account, it shall be paid to the Escrow Account to be held in the Escrow Account, (y) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the amount of outstanding open indemnity claims exceed the amount the held in the Escrow Account, then the amount of such excess (or, if such reimbursement is less than the amount of such excess, the amount of such reimbursement) shall be paid to the Escrow Agent to be held in the Escrow Account, and Buyer shall pay any remaining amount of such reimbursement to the Company Equityholders and (z) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the there are no open indemnity claims, then Buyer shall pay the amount of such reimbursement to the Company Equityholders. (d) Except with respect to claims for actual fraud against the individual guilty of such fraud, claims against the Stockholders’ Representative pursuant to the Stockholder Rep Confidentiality Agreement and claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, from and after the Primary Obligor; provided, however, that Closing (i) such efforts subject to the last sentence of Section 11.9, the rights of the indemnified Party Indemnified Parties under this Article IX shall not require litigation be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or other extraordinary activitiesotherwise relating to the transactions that are the subject of, this Agreement and (ii) subject to Section 9.6, the indemnified Party may attempt proceeds available in the Escrow Account shall be the sole and exclusive means for the Buyer to recover from the indemnifying Party collect any Damages for which it is entitled to indemnification 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 Article IX. Without limiting the failure generality 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 in no event shall not any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) For purposes of this Article IX, (i) if the Company Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be indemnified by deemed to refer to the Stockholder Representatives and (ii) if the Company Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or otherwise recover a right to receive any amount from payments) shall be deemed to refer to the Stockholder Representatives. (f) Notwithstanding anything to the contrary in this Agreement, the Company Equityholders shall not have any Transferred liability to the Buyer if any Tax attributes of the Company or Hoshi if such amount would constitute Losses any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, the Buyer, or any of their Affiliates for which Transferor any taxable period or portion thereof ending after the Closing Date. * Omitted information is otherwise liable the subject of a request for indemnification confidential treatment pursuant to Rule 24b-2 under this ARTICLE VIIthe Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

Limitations. (a) Transferor Purchaser and its Affiliates shall not be liable under entitled to recover for any Losses until such time as the Losses in the aggregate to which Purchaser and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Purchaser Loss Threshold”), at which time Purchaser shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to Section 7.02(a)(i8.2(a) with respect to any for a breach of, or inaccuracy in, any Transferor Limited Representation until representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the aggregate amount of all such applicable representation or warranty shall be disregarded. In no event shall Parent’s actual cumulative liability for Losses exceeds an amount equal to 2.0% in connection with the Transactions exceed ten percent (10%) of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarPurchase Price; provided, however, that the aggregate foregoing limitations set forth in this Section 8.6(a) shall not apply to Losses that are recoverable pursuant to Parent’s indemnification obligations under Section 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any third party with respect to such Loss. (b) If Purchaser receives any payment from Parent in respect of any Losses pursuant to Section 8.2 and Purchaser could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of its rights to proceed against the Potential Contributor as are necessary to permit Parent to recover from the Potential Contributor the amount of such payment. (c) Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Seller Loss Threshold”), at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Seller Loss Threshold; provided, however, that the foregoing limitation set forth in this Section 8.6(c) shall not apply to Losses that are recoverable pursuant to Purchaser’s indemnification obligations under Section 8.3(d). In determining the amount of Losses for which Transferor shall the Seller or its Affiliates are entitled to be liable under indemnified by Purchaser pursuant to Section 7.02(a)(i8.3(a) with respect to any for a breach of, or inaccuracy in, any Transferor Limited Representation representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall not be disregarded. In no event shall Purchaser’s actual cumulative liability for Losses in connection with the Transactions exceed an amount equal to 10.0ten percent 10% of the Consideration. (b) If any Purchase Price. Each 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 Parent or its Affiliates is responsible under this ARTICLE VII entitled to recovery shall be reduced by (i) the amounts actually recovered by an indemnified Party amount of any insurance proceeds to which Parent or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Parent or its Affiliates receives from a Primary Obligor, net any third party with respect to such Loss . (d) Notwithstanding any other provision 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 this Agreement to the indemnifying Party contrary, in no event shall Losses include a party’s incidental or consequential damages or special or punitive damages 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. 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. The obligations of Sellers to indemnify Buyer pursuant to this Article XIV shall be subject to the following limitations: (a) Transferor No indemnification shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation until be made unless the aggregate amount of all such Buyer's Losses exceeds an amount equal Two Hundred Fifty Thousand Dollars ($250,000) minus the Non-Excess Damage (the "Deductible"), and then indemnification shall only be required to 2.0% be made to the extent of Buyer's Losses that exceeds 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 ConsiderationDeductible. (b) If No indemnification shall be required to be made for any Loss sustained by an indemnified Party is covered by an insurance policyBuyer's Losses that exceed $5,000,000. (c) No indemnification shall be required to be made under Section 14.02 of this Agreement to the extent Buyer (or any of Buyer's officers, directors, or an indemnificationlegal or financial advisors) had actual knowledge of any fact, contribution information, circumstance or similar obligation of another Person (event that would constitute or support a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, claim that (i) such efforts Sellers misrepresented to Buyer any fact or information covered by any representation contained in this Agreement, or any of the indemnified Party shall not require litigation agreements, documents or other extraordinary activitiesinstruments contemplated by this Agreement, or (ii) Sellers breached or, with the indemnified passage of time, would reasonably be expected to breach, any of their warranties or failed or, with the passage of time, would reasonably be expected to fail to fulfill any of their agreements or covenants contained in this Agreement, or in any of the agreements, documents, or instruments contemplated by this Agreement. (d) The indemnification obligation of a Defending 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 so as to give effect to any net reduction in federal, state, local or foreign income or franchise tax liability realized at any time 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 Asserting Party in connection with such recovery, including investigation the satisfaction by the Defending Party of the underlying a claim and with respect to which indemnification is sought hereunder. The indemnification obligation 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 Defending Party shall refund the Net Recovery to the indemnifying Party also be reduced to the extent of any available insurance proceeds received by the indemnified party, provided, however that such prior indemnification. Notwithstanding the foregoing, Transferor reduction shall not be entitled effective until the Asserting Party has realized the benefit of any such tax reduction or has received any such insurance proceeds. The Defending Party shall pay its indemnification obligations as and when required by this Article XIV 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 14.06(d). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or otherwise. (e) No indemnification shall be required to be made for any Transferred Company notification (in accordance with the first sentence of Section 14.05 hereof) received after the Termination Date. (f) From and after the Closing Date, the indemnification rights contained in this Article XIV shall constitute the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under statute or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIcommon law.

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. (a) Transferor No Shareholder Party shall have any liability for any inaccuracy in or breach of any representation or warranty contained herein if Buyer or any of its officers, employees, attorneys or other representatives or advisors had actual knowledge on or before the Closing Date of the facts as a result of which such representation or warranty was inaccurate or breached. (b) Buyer shall not have any liability for any inaccuracy in or breach of any representation or warranty contained herein if the Shareholder Parties or any of their officers, employees, attorneys or other representatives or advisors had actual knowledge on or before the Closing Date of the facts as a result of which such representation or warranty was inaccurate or breached. (c) For purposes of determining the amount of any Losses, such amount shall be liable under Section 7.02(a)(ireduced by the amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received or otherwise payable to Buyer or the Company (or deemed paid thereto pursuant to the next sentence) in respect of the Losses (net of any deductible amounts). For purposes of determining the Insurance Benefits, if the Company does not maintain insurance coverage identical to the insurance coverage maintained by or on behalf of the Company immediately prior to the Closing Date, the Company shall be deemed to have received Insurance Benefits equal to the greater of (i) the Insurance Benefits it would have received had it maintained such insurance policies in effect after the Closing or (ii) the Insurance Benefits it actually receives. (d) 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; and (ii) any Tax benefit or refund actually received or enjoyed by the applicable Indemnified Party or any Affiliate thereof as a result of such Losses, which Tax benefit shall be calculated based on an assumed forty percent (40%) combined federal and state Tax rate. 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. (e) Except in the case of fraud or 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, or covenant contained herein, or otherwise in respect of the aggregate amount transactions contemplated hereby. (f) No Party shall have any liability for any special, exemplary, punitive or consequential damages (including loss of all profit or revenue) suffered or incurred by any other Party. (g) No Shareholder Party shall have liability under any provisions of this Agreement for any Losses to the extent that such Losses exceeds an amount equal relate to 2.0% actions taken or omitted to be taken by Buyer or any 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) its Affiliates with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationCompany after the Closing Date. (bh) Notwithstanding anything to the contrary in this Agreement: (i) If any the Shareholder Parties may have an indemnification obligation under this Agreement with respect to a Loss sustained by arising out of or relating to Environmental Laws or Hazardous Substances (an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Environmental Loss”), the indemnified Shareholder Party shall use commercially reasonable efforts have the exclusive right to recover enter into the Loss from the Primary Obligor; providedFacilities and to control, howeverdirect and implement any environmental investigation, that (i) such efforts of the indemnified Party shall not require litigation monitoring, remediation, abatement, excavation or other extraordinary activities, response or removal action relating to such Environmental Loss. (ii) To the indemnified Party extent that the Shareholder Parties may attempt to recover from the indemnifying Party have an indemnification obligation under this Agreement before or simultaneously 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 an Environmental 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 Buyer shall not be entitled to claim or seek indemnity or defense under this Agreement with respect thereto unless such Environmental Loss arises out of a third party claim, and in no event where the Environmental Loss results from or would not have arisen but for any intrusive investigation or disclosure by Buyer or any Affiliate thereof, unless such investigation or disclosure was required by applicable Environmental Laws. (iii) The Shareholder Parties’ indemnification obligation to Buyer with respect to an Environmental Loss shall be indemnified by limited to the cost of the least restrictive standard acceptable under Environmental Laws (including engineering or otherwise recover institutional controls or any amount lesser standards resulting from any Transferred Company site-specific risk assessments) in effect as of the date the activity or Hoshi if such amount would constitute Losses for which Transferor response action is otherwise liable for implemented, based on the current use of the relevant facility or property. (i) Any indemnification payment due under this ARTICLE VIIAgreement shall constitute an adjustment to the purchase price.

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 either Seller or Buyer, as the case may be, is responsible liable under this ARTICLE VII Article VIII shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party (as defined herein) less the reasonable costs (including Taxes) of receiving such recovery including any deductible paid in obtaining such proceeds and increased cost of insurance. For the avoidance of doubt, the Indemnified Party is not obligated to pursue recovery under any insurance policy. (b) Subject to Section 8.4(d), the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article VIII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including Third Party claims relating to the Transferred Assets, Assumed Liabilities or Excluded Liabilities. (c) Notwithstanding anything herein to the contrary, nothing in this Article VIII shall limit any remedy that a Buyer Indemnified Party or Seller Indemnified Party, as applicable, may have against any Person for Fraud, Willful Breach or in accordance with Section 9.12. (d) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that any and all due diligence conducted with respect to the transaction, the Transferred Assets or the Business shall not in any way limit the rights of the Seller Indemnified Parties or the Buyer Indemnified Parties to make a claim for indemnification hereunder. (e) For purposes of determining (i) whether a breach of a representation or warranty exists for purposes of this Article VIII or (ii) the amount of Losses arising from a breach for which a Seller Indemnified Party is entitled to indemnification under this Article VIII, all qualifications contained in the representations and warranties of Buyer contained in this Agreement that are based on materiality (including all usages of “material” or similar qualifiers) will be disregarded. (f) The maximum aggregate amount of indemnifiable Losses that may be recovered pursuant to Section 8.3(a) shall be the amount of the Purchase Price paid or payable to Seller, except for claims on account of Fraud or Willful Breach, for which there shall be no cap. (g) Seller shall have no indemnification obligation for any Taxes of the Business or Transferred Assets resulting from any action taken by Buyer or its Affiliates after the Closing on the Closing Date outside the Ordinary Course of Business in respect of the Business or Transferred Assets unless otherwise expressly contemplated by this Agreement. (h) No Indemnified Party shall be entitled to recover more than once for the same underlying Loss. The amount of any Loss payable pursuant to this Article VIII by Buyer or Seller, as the case may be, shall be net of any amounts actually recovered by an indemnified the applicable Indemnified Party under applicable insurance policies or from a Primary Obligorany other Person alleged to be responsible therefor, (less the cost of recovery and/or enforcement and any deductibles and premium adjustments). If the Indemnified Party (x) receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, then such Indemnified Party shall promptly reimburse Buyer or Seller, as the case may be, for any payment made or out-of-pocket expense incurred by Buyer or Seller, as the case may be, in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of premium increasesany expenses incurred by such Indemnified Party in collecting such amount, deductibles to the extent not previously offset against Losses paid by Buyer or Seller, as the case may be. (i) The applicable Indemnified Party shall use its commercially reasonable efforts to mitigate all Losses in respect of which such Indemnified Party may be entitled to indemnification pursuant to this Article VIII after becoming aware of any event which may reasonably be likely to give rise to any such Losses, it being understood that the reasonable out-of-pocket fees, costs and other costs reasonably expenses incurred by the indemnified Party Indemnified Parties relating thereto shall be considered in connection with such recoverythe calculation of Losses. The Indemnified Parties shall use commercially reasonable efforts to seek coverage under any available insurance policies, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers or 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 any other Person alleged to be indemnified by or otherwise recover responsible, for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification payable under this ARTICLE VIIArticle VIII.

Limitations. (a) Transferor ▇▇▇▇▇ to making any claim for indemnification hereunder or otherwise seeking recourse pursuant to this Article VIII in respect of Representations Matters or an Indemnifiable Matter set forth in Section 8.2(b) for which coverage is available under the R&W Policy, Buyer and the other Indemnified Parties shall first seek recourse for any Indemnifiable Loss from and against the R&W Policy to the fullest extent permitted thereby. If and only to the extent either (i) coverage is not available under the R&W Policy or (ii) Buyer and the other Indemnified Parties are unable to recover the amount of such Indemnifiable Loss from and against the R&W Policy, Buyer and the other Indemnified Parties shall then be entitled to bring a claim for indemnification pursuant to the terms and subject to the conditions and limitations of this Article VIII. At no time and in no event may the R&W Policy be amended, repealed or otherwise modified in a manner that would adversely affect Parent or Seller without the prior written consent of Parent. For the avoidance of doubt, ▇▇▇▇▇ and the other Indemnified Parties shall be entitled to seek recovery pursuant to this Article VIII from Parent directly in respect of an Indemnifiable Matter set forth in Sections 8.2(c) through 8.2(g). (b) ▇▇▇▇▇ (on behalf of the Indemnified Parties), subject in all cases to having first complied with the terms of this Section 8.3, shall be entitled to seek recovery for an Indemnifiable Loss directly from Parent. Notwithstanding anything herein to the contrary, Parent will have no Liability for Representation Matters unless and until the Indemnified Persons (as a group) have incurred and paid Indemnifiable Losses resulting from Representation Matters, as finally determined pursuant to Section 8.4, in excess of $1,150,000 (the “Deductible Amount”), at which time the Indemnified Parties shall be entitled to recover solely such amounts in excess of the Deductible Amount. For clarity, the Indemnified Persons shall not be liable under Section 7.02(a)(ientitled to indemnification for the Deductible Amount. (c) Notwithstanding anything to the contrary herein, the maximum aggregate liability of Parent to Buyer or any other Indemnified Party with respect to (i) Representation Matters shall be limited to an amount equal to $1,150,000 and (ii) all Indemnifiable Matters in the aggregate (other than, for the avoidance of doubt, any claims of Fraud or with respect to any breach of, of a covenant or inaccuracy in, any Transferor Limited Representation until agreement to be performed in whole or in part from and after the aggregate amount of all such Losses exceeds Closing Date) shall be limited to an amount equal to 2.0% the Purchase Price. (d) All Indemnifiable Losses will be limited to actual Losses incurred by the Indemnified Parties and will exclude exemplary and punitive Losses (except to the extent such types of Losses are specifically awarded by an arbitrator or Authority to a third party and paid to such third party by an Indemnified Party in connection with a Third-Party Claim). (e) Notwithstanding anything to the contrary herein, the Indemnified Parties shall have no right to make any claim in respect of an Indemnifiable Matter to the extent the Indemnifiable Loss with respect to such Indemnifiable Matter (i) has been taken into account in the determination of the ConsiderationPurchase Price or (ii) arises out of changes after the Closing in Applicable Law, rules or regulations or interpretations thereof. (f) The amount of Indemnifiable Losses payable by Parent under this Article VIII with respect to any Indemnifiable Matters shall be reduced by (i) any insurance proceeds actually received from an insurance carrier by the Indemnified Party with respect thereto (other than with respect to the R&W Policy, net of any applicable deductibles or similar costs or payments), (ii) indemnity or contribution amounts actually received from third parties (net of any applicable costs of recovery or collection thereof) and (iii) any net Tax deduction or other net Tax benefit, if any, actually realized in cash by any Indemnified Party as a result of incurring such Losses (determined on a with and without basis), provided that the Tax deduction or other Tax benefit is received and realized in cash through a reduction of Taxes in the taxable year in which event Transferor shall be liable the Loss which forms the basis for all such Losses from the first dollarclaim of indemnification by the Indemnified Party occurs or the subsequent taxable year; provided, howeverfurther, that that, any net Tax deduction or other net Tax benefit shall be reduced by any Tax detriment resulting from the aggregate receipt or accrual of the indemnification payment in respect of such Loss. If the Indemnified Party receives insurance proceeds, indemnity or contribution amounts, after having received payment from (or on behalf of) Parent with respect to an Indemnifiable Loss, such Indemnified Party shall refund Parent the amount of all such insurance proceeds, indemnification or contribution amount received by the Indemnified Party from Seller. (g) For the avoidance of doubt, any Indemnifiable Losses for which Transferor indemnification under this Agreement shall be liable determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. If an Indemnified Party’s claim under this Article VIII may be properly characterized in multiple ways in accordance with this Article VIII such that such claim may be asserted as a Representation Matter as well as another Indemnifiable Matter, then such Indemnified Party shall assert such claim first as a Representation Matter and may asset such claim as another Indemnifiable Matter only if recovery is unavailable under the R&W Policy. (h) Other than with respect to (i) claims or actions for non-monetary specific performance or other non-monetary equitable relief made pursuant to Section 9.4, (ii) disputes under Section 7.02(a)(i2.4 which shall be resolved as provided in such Section, (iii) any Losses with respect to any breach of a covenant or agreement to be performed in whole or in part from and after the Closing Date, (iv) claims against any Person for Fraud committed by such Person, or (v) as expressly contemplated by an Ancillary Document, this Article VIII shall constitute the sole and exclusive remedy after the Closing for recovery against or from Parent, Seller or any of their Affiliates, officers, directors, equityholders, employees, agents or other Representatives by Buyer or by the Indemnified Parties pursuant to or in connection with this Agreement or the other Ancillary Documents and the Transactions. (i) It is the express intention of the parties that, if an applicable survival period as contemplated by this Agreement is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Article VIII for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties. (j) Notwithstanding anything to the contrary contained herein, in all cases in determining whether there has been a breach of a representation or warranty by a party for purposes of this Article VIII, or in determining any amount of Losses with respect to such breach, such representation or warranty (other than Section 3.6(ii)) shall be read without regard to any materiality qualifier (including any reference to Company Material Adverse Effect) contained therein. (k) The rights to indemnification set forth in this Agreement shall not be affected by any investigation conducted by or on behalf of Buyer or any other Indemnified Party, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the Closing Date), with respect to the accuracy or inaccuracy of, or inaccuracy incompliance with, any Transferor Limited Representation shall not exceed representation, warranty, covenant, agreement or obligation or the existence of facts and circumstances that provide the basis for 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 indemnification claim hereunder. No Indemnified Party shall use commercially reasonable efforts be required to recover the Loss from the Primary Obligor; providedshow reliance on any representation, howeverwarranty, that (i) such efforts of the indemnified Party shall not require litigation covenant 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 agreement in order 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 Indemnified 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 VIIhereunder, except in the case of Fraud.

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 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. (a) Transferor Seller shall not be liable for any Loss or Losses under Section 7.02(a)(i6.1(a)(i) with respect (other than a Loss or Losses arising from a breach of any Fundamental Representation of Seller or Fraud by Seller) (i) unless and until the amount of Losses arising from any matter or series of matters relating to any breach ofthe same underlying fact, circumstance, action or inaccuracy in, any Transferor Limited Representation event [***] (“Covered Losses”); and (ii) unless and until the aggregate amount of all such Covered Losses exceeds an amount equal to 2.0% incurred by the Buyer Indemnified Party [***] of the ConsiderationClosing Purchase Price, in which event Transferor shall be liable for all such Losses from the first dollar[***]; provided, however, that (A) the aggregate amount cumulative indemnification obligations of all Losses for which Transferor shall be liable Seller under Section 7.02(a)(i6.1(a)(i) with respect (other than a Loss or Losses arising from a breach of any Fundamental Representation of Seller, Section 3.3(b) (Sufficiency of Assets) or Fraud by Seller) shall in no event [***]; (B) the cumulative indemnification obligations of Seller under Section 6.1(a)(i) arising from a breach of Section 3.3(b) (Sufficiency of Assets) shall in no event [***]; and (C) the cumulative indemnification obligations of Seller under this Agreement shall in no event [***]. Seller shall only be required to indemnify a Buyer Indemnified Party for any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationparticular Loss one time. (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 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 Lossmitigate its Losses. The amount of any Losses for which an indemnifying Party is responsible payable under this ARTICLE VII Article 6 shall be reduced by the any and all amounts actually recovered by an indemnified the Indemnified Party under applicable insurance policies or from a Primary Obligorany other Person alleged to be responsible therefor, net of premium increases, deductibles and other costs reasonably any expenses incurred by such Indemnified Party in collecting such amount. If the indemnified Indemnified Party receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnified Party in connection with providing such recoveryindemnification up to the amount received by the Indemnified Party, including investigation net of the underlying claim and of collection (any expenses incurred by such Indemnified Party in collecting 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 be liable required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may seek indemnification under Section 7.02(a)(i10.2(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 10.3 until the aggregate amount of claims against that the Party seeking indemnification (a “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($30,000.00), after which the Claimant shall be entitled to recover, and the Indemnitor(s) shall be obligated for, all such Losses exceeds an amount equal to 2.0% losses, costs, liabilities, damages and expenses for Claimant in excess of the Consideration, in which event Transferor shall be liable for all first Thirty Thousand Dollars ($30,000.00) of such Losses from the first dollarlosses; provided, however, that the aggregate amount of all Losses for which Transferor this deductible shall be liable not apply to claims under Section 7.02(a)(i10.2(b). (c) with respect In addition to any breach ofthe foregoing, or inaccuracy inthe Company, any Transferor Limited Representation Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed an the amount equal to 10.0% number of Exchange Shares issued pursuant to this Agreement, multiplied by the ConsiderationAverage FinWise Share Price . (bd) If any Loss sustained by an indemnified Party is covered by an insurance policyFurther, or an indemnification, contribution or similar the obligation of another Person (a "Primary Obligor"any individual Exchangor to indemnify Buyer under Section 10.2(b), and the indemnified Party shall use commercially reasonable efforts Buyer’s obligation to recover the Loss from the Primary Obligor; providedindemnify an individual Exchangor, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, exceed the amount equal to the number of Exchange Shares received by the Exchangor multiplied by the Average FinWise Share Price. For purposes of Section 10.6 (iic) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iiid), any entity that is a Seller and its Beneficial Owner(s) no indemnification or recovery under this Agreement shall be delayed or withheld due treated as a single Exchangor. (e) In calculating the amount of losses to the failure of any Primary Obligor to have paid Buyer or the indemnified Party for Selling Parties under Section 10.2 and Section 10.3 such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII losses shall be reduced by the amounts actually recovered by an indemnified Party any recovery from any third party (including insurance proceeds) as a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation result 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 or circumstances giving rise 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 VIIlosses.

Limitations. Except as otherwise provided herein: (a) Transferor shall not be liable If an Indemnified Party recovers Damages from an Indemnifying Party under Section 7.02(a)(i) 10.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages subject to the subrogation rights 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% insurer providing insurance coverage under one of the Consideration, in which event Transferor shall be liable for all such Losses from Indemnified Party’s policies and except to the first dollar; provided, however, extent that the aggregate amount grant of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect subrogation rights to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the Indemnifying Party is prohibited by the terms of the Considerationapplicable insurance policy. (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 Damages owed to any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually recovered (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such party shall reimburse the Indemnifying Party for such reduction in Damages for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an such party was 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 prior to the indemnifying Party to the extent realization of such prior indemnificationreductions of Damages). (c) Minto Delaware agrees to pledge the shares of Common Stock and Series A Preferred Stock held by Minto Delaware as collateral for the indemnification obligations of each of Minto Delaware and Minto Holdings set forth in this Article X for a period of three years following the Initial Closing. Minto Delaware shall deliver possession of its shares of Common Stock and Series A Preferred Stock at the Initial Closing to secure the pledge. Notwithstanding the foregoing, Transferor Minto Delaware shall not be entitled have the right to be indemnified (i) borrow up to 50% of the liquidation amount of the shares of Series A Preferred Stock held by it and (ii) pledge, mortgage or otherwise recover create any amount from other lien or security interest (in all cases, senior to the Purchaser’s security interest) on any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIand all of the shares of Common Stock and Series A Preferred Stock in favor of a third party lender. The Purchaser agrees to execute any reasonable documentation to accomplish the foregoing on a prompt basis.

Limitations. (a) Transferor In any claim for indemnification under this Agreement, the Indemnitor shall not be liable under Section 7.02(a)(i) required to indemnify any Person for special, exemplary or consequential damages, including without limitation loss of profit or revenue, any multiple of reduced cash flow, interference with respect to any breach ofoperations, or inaccuracy inloss of tenants, any Transferor Limited Representation until lenders, investors or buyers. (b) The indemnification provisions of this Article X shall terminate and be of no further force and effect on the aggregate amount of all such Losses exceeds an amount equal to 2.0% of date which is four months after the Consideration, in which event Transferor shall be liable for all such Losses from Closing (the first dollar“Indemnification Termination Date”); provided, however, that the aggregate amount indemnification provisions of all Losses for which Transferor this Article X shall not be liable under Section 7.02(a)(i) terminated with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% specific claim for indemnification which was made before expiration of the ConsiderationIndemnification Termination Date. (bc) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation Except for remedies that cannot be waived as a matter of another Person (a "Primary Obligor")law, the indemnified Party enforcement of the indemnification provisions of this Article X shall use commercially reasonable efforts to recover be the Loss from exclusive remedy, other than in the Primary Obligorcase of fraud or intentional misrepresentation, of the parties for any breach of any warranty, representation or covenant contained in this Agreement; provided, however, that such exclusivity shall not limit or restrict a party’s ability to obtain specific performance or injunctive relief. (d) In any case where an Indemnified Party recovers from a Third Party any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) such efforts any amount previously so paid by the Indemnitor to or on behalf of the indemnified Indemnified Party shall not require litigation or other extraordinary activitiesin respect of such matter, and (ii) any amount expended by the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before Indemnitor in pursuing or simultaneously with defending any claim arising out of such efforts and matter. (iiie) no indemnification or recovery Indemnification for Taxes 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 controlled 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 Article VII.

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. (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, 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) 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 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) Except with respect to any breach claims of, or inaccuracy incauses of action arising out of Fraud, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationfollowing limitations set forth in this Section 8.5 shall apply, in which event Transferor shall be liable for all such Losses from accordance with their terms, to the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Indemnifying Parties’ respective indemnification obligations 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 Article VIII. (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. 8.5.1 The amount of any Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII Article VIII shall be reduced by any related recoveries which the amounts Indemnified Party actually recovered by an indemnified Party from a Primary Obligorreceives (i) under insurance policies, (ii) pursuant to third party indemnification obligations, and each of the Indemnifying Parties and the Indemnified Parties with respect to any indemnification claim shall cooperate with each other and use commercially reasonable efforts in pursuing insurance or third party indemnification claims with respect to any Losses or (iii) net of premium increases, deductibles and other costs reasonably incurred by any Tax benefit available to the indemnified applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such recoveryLosses (including, including investigation without limitation, any Tax benefit arising in subsequent taxable years); provided, that the recovery of the underlying claim and of collection any amounts described in clause (such amount, i) shall not be a "Net Recovery")condition to indemnification rights hereunder. If an indemnified 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 receives any insurance payment or otherwise recover third party indemnification payment in connection with any amount from any Transferred Company or Hoshi if such amount would constitute claim for Losses for which Transferor is otherwise liable it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment or third party indemnification payment, an amount equal to the lesser of (A) the amount previously received by the Indemnified Party under this Article VIII with respect to such claim and (B) the amount of the insurance payment or third party indemnification payment received. 8.5.2 In the event of any breach giving rise to an indemnification obligation under this Article VIII, the Indemnified Party shall and shall cause its Affiliates to use commercially reasonably efforts to cooperate with the Indemnifying Party and to take all reasonable measures requested by such Indemnifying Party to mitigate the Losses from such breach (including taking commercially reasonable efforts to prevent any contingent liability from becoming an actual liability). Any liability for indemnification under this ARTICLE VIIhereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

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 dollarInsurance Proceeds; 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 Third 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 LossCoverage. The amount of any Indemnifiable Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII shall Agreement will be reduced by the net of any amounts actually recovered by an indemnified the Indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any third Person (including amounts actually recovered under the indemnified Indemnified Party’s insurance policies) with respect to such Indemnifiable Losses. Any Indemnifying Party in connection with such recovery, including investigation hereunder will be subrogated to the rights of the underlying Indemnified Party upon payment in full of the amount of the relevant Indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim and will not be relieved of collection (such amountthe responsibility with respect thereto or, a "Net Recovery")solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If an indemnified any Indemnified Party recovers an amount 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 third Person in respect 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 Indemnifiable Losses for which Transferor indemnification is otherwise liable for indemnification under provided in this ARTICLE VIIAgreement after the full amount of such Indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such Indemnifiable Losses, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such Indemnifiable Losses plus the amount received from the third Person in respect thereof, less (Y) the full amount of such Indemnifiable Losses.

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. (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. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, the indemnification provided in Sections 10.2, 10.4 and 10.5 is subject to the following limitations: (i) No demand for indemnification shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until 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 period shall survive until such claim for indemnification is finally adjudicated and resolved. (ii) No party hereto (nor, in each case, such party’s officers, directors, employees, agents, representatives and Affiliates) shall be liable to another party in respect of any indemnification hereunder pursuant to Sections 10.2, 10.4, or 10.5 if the Losses associated with any individual claim are less than $25,000 (the “De Minimis Claim Amount”), it being understood that any such individual claim for amounts less than the De Minimis Claim Amount shall be ignored in determining whether the Deductible has been exceeded and thereafter; and (B) unless and until the aggregate amount (without duplication) of Losses of the party seeking indemnification exceeds an amount equal to one-half of a percent (0.5%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund (the “Deductible”), at which point the Indemnified Party shall be entitled to be indemnified from and against all such Losses in excess of the Deductible. (iii) Any payments required to be made to a Parent Indemnitee pursuant to this Agreement shall be made from each Company Table of Contents Equityholder in accordance with such Company Equityholder’s Pro Rata Share (except for payments to which a Parent Indemnitee is entitled pursuant to Section 10.5, which shall be borne by the Principal Stockholder alone), by wire transfer of immediately available funds for credit to the recipient, at a bank account designated by the recipient in writing. Notwithstanding anything to the contrary contained herein, (A) in no event shall any Company Equityholder (including the Principal Stockholder) be liable to any Parent Indemnitee for Losses hereunder in excess of such Company Equityholder’s Pro Rata Share of an amount equal to one percent (1%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund, and (B) in no event shall Parent or the Surviving Corporation (separately or together) be liable to the Equityholder Indemnitees for Losses hereunder in excess of one percent (1%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund (which shall not limit Parent’s obligations under Sections 2.7, 2.8(d) or 2.9). (iv) The amount of Losses that any Parent Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually recovered (net of costs of enforcement, deductibles and retro-premium adjustments) by the Parent 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 10.6(a)), the Parent Indemnitees shall use reasonable best efforts to seek full recovery under any insurance policies of the Company or any of its Subsidiaries in existence prior to the Effective Time. In the event that any insurance or other recovery is made by any Parent Indemnitee with respect to any Loss for which such Parent Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of all the insurance or other recovery (net of costs of enforcement, deductibles and retro-premium adjustments) shall be made promptly by such Parent Indemnitee to the Equityholder Representative (on behalf of the Company Equityholders on a Pro Rata Share basis). (v) The amount of Losses that any Person shall be entitled to recover under any right of indemnification under this Article X shall be calculated net of any Tax benefits actually recognized by such Person on account of such Losses in the same Tax year of such Losses. (vi) In no event shall an Indemnifying Party be required to indemnify any Parent Indemnitee or Equityholder Indemnitee, as applicable, in respect of any Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect such Indemnifying Party has previously made payment for Table of Contents such Losses to any breach ofsuch Parent Indemnitee or Equityholder Indemnitee, or inaccuracy inas applicable, any Transferor Limited Representation shall not exceed an amount equal pursuant to 10.0% of the Consideration.this Article X. (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 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 Merger Consideration. (c) Notwithstanding anything to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible contrary contained herein and without limiting the Parent Indemnitees’ rights under this ARTICLE VII Article X, each Parent Indemnitee 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 use reasonable best efforts 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 make any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable demand for indemnification under this ARTICLE VIIArticle X prior to the later to occur of (i) twelve (12) months after the Closing Date and (ii) March 15, 2017.

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 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 either Seller or Buyer, as the case may be, is responsible liable under this ARTICLE VII Article 8 shall be reduced by the amounts amount of any insurance proceeds actually recovered by an indemnified paid to the Indemnified Party from a Primary Obligor(as defined herein) less the reasonable costs (including Taxes) of receiving such recovery including any deductible paid in obtaining such proceeds and increased cost of insurance. (b) No Party shall be required to indemnify any Person under Section 8.2(a) or Section 8.3(a) (other than with respect to any claim arising from, 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 or to the extent related to (i) Fraud, (ii) any breach of such prior indemnificationa Seller Fundamental Representation or Buyer Fundamental Representation, (iii) any breach of a Specified Representation or (iv) any Excluded Liability or any Assumed Liability, as applicable) for (A) an individual claim for Losses [***] or (B) an aggregate amount of Losses exceeding an amount equal to the Holdback Amount. Seller shall not be required to indemnify any Person under Section 8.2(a) solely with respect to the Specified Representations for an aggregate amount of Losses exceeding an amount equal to [***]. In addition, no Party will be required to indemnify any Person under Section 8.2(a) or Section 8.3(a) solely with respect to any breach of any Seller Fundamental Representation or Buyer Fundamental Representation (other than with respect to any claim arising from, in connection with, or related to Fraud or any Excluded Liability or Assumed Liability, as applicable, in each case the aggregate liability for which shall be unlimited) for an aggregate amount of Losses exceeding an amount equal to [***]. (c) Any amounts payable pursuant to this Article 8 shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement or any Ancillary Agreement for the same Losses. (d) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that the Buyer Indemnified Parties may seek indemnification under this Article VIII for any breach by Seller under the License Agreement only during the Holdback Period and, with respect to any time after the Holdback Period, the Buyer Indemnified Parties shall only seek indemnification against the Seller in respect of any breach by Seller under the License Agreement pursuant to the applicable terms in the License Agreement. For clarity, following the Holdback Period, the Buyer Indemnified Parties shall have no recourse under this Agreement for any breach by Seller under the License Agreement. Notwithstanding the foregoingfirst sentence of this Section 8.4(d), Transferor if a claim is made for indemnification pursuant to this Article VIII for a breach by Seller under the License Agreement following the Closing, then the Buyer Indemnified Parties shall not be entitled to be indemnified by make any indemnification claims under the License Agreement in respect of the same Losses that are based upon the same causes or otherwise recover any amount actions from any Transferred Company or Hoshi if which such amount would constitute Losses for which Transferor is otherwise liable for indemnification claim arose under this ARTICLE VIIAgreement (notwithstanding that such claim may result from more than one of the occurrences specified in Section 8.2 of this Agreement or Section 5.6 of the License Agreement). (e) The right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article 8 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including third party claims relating to the Transferred Assets, Assumed Liabilities, or Excluded Liabilities (it being agreed that (i) this Article 8 shall not limit the Parties’ rights to equitable remedies, including an injunction or specific performance, their respective remedies under the Ancillary Agreements (except as otherwise set forth herein or therein),

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.