Common use of Limitations Clause in Contracts

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. Notwithstanding anything to the contrary any other provision in this Agreement: (a) no claim may Article IX, Parent will be made by any Indemnitee(s) for entitled to indemnification pursuant to Section 11.2(a) unless and until this Article IX only to the extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article IX disregarding any qualification in any representation or warranty as to "materially" or "material" or "material adverse effect") exceed Five Hundred Thousand Dollars ($500,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. For purposes of Losses for indemnification under this Agreement, each Parent Merger Share shall at all times be valued at the Parent Average Closing Price. The aggregate amount to which the Indemnitee(s) seeks Parent will be entitled to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (this Article IX will not exceed a dollar amount equal to the “Threshold Amount”), at which time value of the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation number of each Seller for money damages Escrow Shares held in escrow pursuant to Section 11.2(a)the terms of the Escrow Agreement valued at the Parent Average Closing Price per share , other than with respect to a claim and the liability of any single stockholder for indemnification arising from any breach or inaccuracy of any Fundamental Representations, obligations pursuant to this Article IX shall be limited to (i) such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Escrow Shares deposited in escrow by such stockholder relative to the case aggregate number of Escrow Shares and the aggregate liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such stockholder; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'▇.▇▇▇ and or its Subsidiaries, or for any stockholder of INT'▇.▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share ▇ for breaches of the Escrow Amount, and any representation or warranty contained in the case Letter of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received Transmittal delivered by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingstockholder.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement:, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (ac) no claim may Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnitee(s) Indemnified Party with respect to any Loss for indemnification pursuant which any such Person has been indemnified hereunder, then a refund equal to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) recovery shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate promptly made to the consideration actually received by such Seller pursuant to this Agreement;applicable Indemnifying Party. (d) In no Seller event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or have any treble damages, other than indemnification obligation for the breach amounts paid or payable to third parties in respect of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or Third Party Claim for the actions or inaction of any other Seller in connection with this Agreement; andwhich indemnification hereunder is otherwise required. (e) no Indemnitor Each Indemnified Party shall have take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any right to indemnification Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to Section 11.2(e) with respect to this Agreement shall be net of the proceeds of any Losses to third-party insurance coverage actually received by the extent Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and only to the extent) such Losses are duplicative of Losses that were included increases in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingpremiums as a result thereof).

Limitations. The rights to indemnification under Section 5.1(a) are subject to the following limitations: (a) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller contained in this Agreement or for otherwise, the actions or inaction parties expressly intend and agree as follows: (i) The amount of any Damages incurred by a Purchaser Indemnified Party shall be reduced by any amount recovered by a Purchaser Indemnified Party with respect thereto (A) under any insurance coverage, (B) from any other Seller in connection with this Agreement; andPerson alleged to be responsible therefor or (C) from any tax benefits to be received by such Purchaser Indemnified Party. (eii) no Indemnitor shall have To the full extent permitted by applicable Law, and except for (A) any right to indemnification fraudulent act or fraudulent omission by Sellers or Purchaser or (B) any remedy for specific performance pursuant to Section 11.2(e) 7.11, the indemnification provisions provided for in this Article 5 will be the exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement. Sellers, Seller Indemnified Parties, Purchaser and Purchaser Indemnified Parties shall have no other or further right or remedy, whether in contract, tort or otherwise, or any right of rescission with respect to this Agreement, all of which Sellers (on behalf of the Seller Indemnified Parties) or Purchaser (on behalf of the Purchaser Indemnified Parties) hereby expressly waives. (iii) Each Indemnified Party shall use its best efforts to mitigate any Losses Damages which are the subject of Claims hereunder. Without limiting the generality of the foregoing, Purchaser agrees that it shall assert and pursue all rights against the Novel Sellers pursuant to the extent (and only Novel Purchase Agreement, including pursuant to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation Novel Escrow Agreement and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingMortgage.

Limitations. (a) Subject to Section 9.04(c), Seller shall not be required to make any indemnification payment pursuant to Section 9.03(a)(i)(A) for any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries contained in this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement until such time as the total amount of all Losses (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnitees as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement or the Asset Transfer Agreement or to which any one or more of the Buyer Indemnitees has or have otherwise become subject as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement, exceeds $500,000 (the “Deductible”) in the aggregate (it being understood that if the total amount of such Losses exceeds the Deductible, then the Buyer Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for such Losses that are in excess of the Deductible). No Losses shall be included in determining whether the Deductible has been reached unless, in the Buyer’s first Officer’s Claim Certificate seeking indemnification for such Losses in excess of the Deductible, a reasonably detailed accounting of such Losses is provided. (b) The maximum liability of Seller for indemnification Claims under Section 9.03(a)(i)(A) shall not exceed the Initial Indemnity Holdback Amount. Recovery by a Buyer Indemnitee for Losses pursuant to Section 9.03(a)(i)(A) prior to the General Expiration Date shall (subject to Buyer’s Set Off Right) first be satisfied by reduction of the Indemnity Holdback Amount, as provided in Section 9.05. To the extent the Indemnity Holdback Amount is reduced with respect to claims for indemnification, compensation or reimbursement for which the maximum liability of Seller is not equal to the Initial Indemnity Holdback Amount pursuant to this Section 9.04(b), any such reduction of the Indemnity Holdback Amount shall not reduce the amount that the Buyer Indemnitees may recover with respect to claims for indemnification, compensation or reimbursement that are subject to the limitation set forth in this Section 9.04(b). (c) The limitations set forth in Section 9.04(a) and the first and second sentence of Section 9.04(b) shall not apply to any Claim for indemnification to the extent such Claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation or any Fraud by Seller or any of its Subsidiaries or Representatives (regardless of whether such actions have been authorized). (d) Notwithstanding anything to the contrary in this Agreement: (a) Agreement in no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to event shall: (i) Seller be liable to any Indemnitees for Losses under this Article IX in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D; provided, however, that the limitations set forth in this Section 9.04(d) shall not apply in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Fraud by Seller or any of its Subsidiaries, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no which event Seller shall be liable or have any indemnification obligation to the Buyer Indemnitees for the breach full amount of Losses resulting from, arising out of or related to such Fraud; and (ii) the Buyer Indemnitor be liable to the Seller Indemnitees for Losses under this Article IX in an amount in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any representations Retention Earn-Out Payment or warranty made Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D. (e) The amount of any Losses that any Indemnitee may be entitled to recover shall be reduced by (i) the amount of any third-party insurance proceeds actually recovered by such Indemnitee from any third-party insurance carrier (net of any increase in insurance premiums, costs of collections, deductible, retroactive or other premium adjustment, reimbursement obligation or other costs directly related to the insurance claim (together, “Insurance Costs”)) and (ii) the amount of any indemnity or contribution actually recovered by any Indemnitees from any third party (including as a result of any contractual indemnification or contribution provisions), net of any reasonable costs incurred in connection with recovering any such amounts. If the Indemnitees receive any such amounts under applicable insurance policies, third-party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Seller Indemnitor or Buyer Indemnitor, as applicable, then any excess Losses actually collected (net of costs and expenses of such recovery and Insurance Costs) shall be reasonably promptly reimbursed to the Seller Indemnitor or Buyer Indemnitor, as applicable, and in accordance with the release procedures set forth in Section 9.04. (f) Absent Fraud, the indemnification provisions contained in this Article IX are the sole and exclusive remedy following the Closing as to all Losses (and any other Seller in Article IV damages, claims or causes of action of any kind or nature) any Indemnitee may incur arising from or relating to this Agreement, the breach of any covenant of any Equity Purchase or the Transactions contemplated hereby (it being understood that nothing in this Section 9.04(f) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other Seller equitable remedies with respect to the covenants referred to in this Agreement or for to be performed after the actions Closing or inaction any rights or remedies arising out of claims the Parties may have under any Ancillary Agreement). Notwithstanding anything to the contrary set forth in this Agreement, the Indemnity Holdback Amount may be reduced by the amount of any other Losses which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are connected with any Fraud by Seller in connection with this Agreement; and or any of its Subsidiaries (e) no Indemnitor shall regardless of whether such actions have any right to indemnification pursuant to Section 11.2(ebeen authorized) with respect to any Losses representation or warranty made by Seller or its Subsidiaries in this Agreement, the Asset Transfer Agreement or the Seller Closing Certificate. (g) Notwithstanding anything to the extent (contrary contained herein, for all purposes of Article IX, each representation or warranty of Seller or any of its Subsidiaries contained in this Agreement, in the Asset Transfer Agreement or any statement or certificate delivered by Seller pursuant to this Agreement shall be read without regard and only without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated directly or indirectly in such representation or warranty including for the extent) such Losses are duplicative purposes of determining the amount of Losses indemnifiable hereunder and whether a representation or warranty has been breached or is inaccurate; provided, that were included (i) the word “Material” contained in the Net Working Capital calculation defined terms “Material Contract,” and have previously been recovered by Purchaser through an adjustment to (ii) the Initial Closing Price at ClosingMaterial Adverse Effect qualifier contained in Section 4.07(a) of this Agreement will be not be disregarded (the “Materiality Scrape Exclusions”).

Limitations. Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant shall not have an obligation to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy indemnify Trulieve Indemnitees in an aggregate amount over the total amount of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; ; (dii) no Seller the Trulieve Indemnitees shall not be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right entitled to indemnification pursuant to Section 11.2(e) with respect to any claim for indemnification for Losses claimed under Section 9.1(a)(i) or Section 9.1(b)(i) unless and until the amount of Losses incurred by the Trulieve Indemnitees in respect of such claims, taken together, exceeds Ninety Thousand Dollars ($90,000) (the “Deductible”) at which point, the Sellers, jointly and severally, shall indemnify the Trulieve Indemnitees for the full amount of all such Losses arising under this Agreement in excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein, (iii) Parent shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 9.1(c)(i) unless the aggregate amount of Losses incurred by any Seller Indemnitee(s) under Section 9.1(c)(i) exceeds the Deductible, at which point Parent shall indemnify the Seller Indemnitees for the full amount of all such Losses arising under this Agreement in excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein and (iv) the Parties acknowledge that the Deductible shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of the Fundamental Representations, or any indemnification obligations of the Parties other than with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) of this Agreement. The aggregate amount of Losses for which the Trulieve Indemnitees shall be entitled to recover under Section 9.1(a)(i) and Section 9.1(b)(i), and the Seller Indemnitees shall be entitled to recover under Section 9.1(c)(i) shall not exceed the Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of Warranties in Section 4.20 or the Fundamental Representations, or any indemnification obligations of the Parties other than with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) of this Agreement (other than to the extent (such breaches with respect to Section 9.1(a)(i), Section 9.1(b)(i) and only Section 9.1(c)(i) relate to the extent) such Losses are duplicative breach of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinga representation under Section 3, Section 4 or Section 5 hereunder).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Except as otherwise provided in Section 7.8, Buyer shall be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a7.2(a) unless for any breach of the representations and warranties made by Buyer until such time as the aggregate total amount of all indemnifiable Losses for which (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) that have been suffered or incurred by all of the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) Paragon Indemnified Parties collectively exceeds $50,000 (the “Threshold Deductible Amount”). In such event, at which time if the Indemnitee(s) total amount of such indemnifiable Losses exceeds the Deductible Amount, the Paragon Indemnified Parties shall be entitled entitled, in accordance with the provisions in this Article VII, to indemnification be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the Deductible Amount. Except as otherwise provided in Section 7.7, in no event shall the aggregate liability of the Buyer pursuant to Sections 7.2(a), (b) or (c) exceed an amount equal to $5,000,000 (the “Cap Amount”). Buyer shall have the right to reacquire Buyer Shares from the Shareholders, if any of such Losses (including all Losses included within shares are then held, in satisfaction of an indemnification claim with each share being deemed to have the Threshold Amount);same value per share as of the end of the Closing Date. (b) the maximum aggregate Except as otherwise provided in Section 7.8, Paragon and Intermezzo shall not be required to make any indemnification obligation of each Seller for money damages payment pursuant to Section 11.2(a), 7.1(a) for any breach of the representations and warranties made by either of them until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other than with respect to a claim for indemnification indemnifiable Losses arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach other breaches of any representations or warranty made warranties) that have been suffered or incurred by any other Seller in Article IV all of this Agreementthe Buyer Indemnified Parties collectively exceeds the Deductible Amount. In such event, if the total amount of such indemnifiable Losses exceeds the Deductible Amount, the breach of any covenant of any other Seller Buyer Indemnified Parties shall be entitled, in accordance with the provisions in this Agreement or Article VII, to be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the actions or inaction Deductible Amount. Except as otherwise provided in Section 7.7, in no event shall the aggregate liability of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification each of Paragon and Intermezzo pursuant to Section 11.2(e7.1(a), (b) with respect or (c) exceed the Cap. Paragon and Intermezzo shall have the right to satisfy any Losses indemnification claim by tendering to the extent (Buyer Indemnified Parties Buyer Shares which shall be deemed to have a value of the closing price of such shares on the Closing Date. In no event will Paragon and only Intermezzo have any liability to pay an indemnification claim that exceeds the extent) such Losses are duplicative value of Losses the Buyer Shares and all payments they have received under this Agreement and the Assignment Agreement, it being understood that were included in Buyer shall have the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment right to the Initial Closing Price at Closingexercise its set-off right for any further amounts under Section 7.6 hereof.

Limitations. Notwithstanding anything (i) The Warrantors shall not be required to indemnify an Indemnified Person or be liable to SCAC or its Affiliates for any Liability under the contrary Transaction Documents and all other agreements in this Agreement: (a) no claim may be made by connection with the AutoChina Acquisition to which any Indemnitee(s) for indemnification pursuant to Section 11.2(a) Warrantor is a party and any exhibits or schedules attached hereto or thereto unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) all Damages exceeds $50,000 US$100,000 (the “Threshold AmountBasket”), at after which time the Indemnitee(s) Warrantors shall be entitled to indemnification responsible for all such Losses (Damages, including all Losses included within the Threshold Amount); (b) Basket; provided, however, the maximum aggregate indemnification obligation Liability of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, the Warrantors shall be limited to (i) in the case of ▇▇▇▇ an amount equivalent to US$68,850,000, except for fraud, intentional misrepresentation and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)taxes; (cii) All indemnification claims shall have been asserted prior to the maximum aggregate Remaining Holdback Consideration Release Date; provided, however, indemnification obligation claims based on (A) fraud and intentional misrepresentation and taxes shall survive indefinitely and (B) Known Liabilities set forth in each of each Seller for money damages pursuant to Section 11.2(aSections 11.01(c)(i) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(eand 11.01(c)(ii) shall be limited in survive until the aggregate to fifth anniversary of the consideration actually received by such Seller pursuant to this AgreementClosing Date; (diii) no Seller With regard to a third party claim, an Indemnifying Person shall be liable or not have any indemnification obligation to indemnify or hold harmless an Indemnified Person(s) for any settlement entered into by such Indemnified Persons without the breach of any representations or warranty made by any other Seller in Article IV Indemnifying Person’s prior written consent after the Closing of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementwhich shall not be unreasonably withheld; and (eiv) no Indemnitor shall In satisfying any or all claims under the Transaction Documents and all other agreements in connection with the AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto, SCAC may elect, at its sole discretion, to have any right to indemnification pursuant to Section 11.2(ethe relevant claim satisfied (in whole or in part) with respect to any Losses by transfer of such number of SCAC Ordinary Shares to the extent (and only Indemnified Person, provided, that the value of the SCAC Ordinary Shares shall be equal to the extentproduct of (A) the number of SCAC Ordinary Shares being used to satisfy such Losses are duplicative claim and (B) the average closing price of Losses that were included in SCAC Ordinary Shares for fifteen (15) consecutive trading days ending on the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment first (1st) trading day prior to the Initial Closing Price at Closingdate such shares are actually delivered to the Indemnified Person.

Limitations. Notwithstanding anything any other provision in this Article X, Parent will be entitled to indemnification only to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed Fifty Thousand Dollars ($50,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount of Losses for to which the Indemnitee(s) seeks Parent is entitled to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Parent shall be entitled to indemnification for all such Losses (including all Losses included within be indemnified only in excess of the Threshold Amount); (b) . The aggregate amount to which Parent will be entitled to be indemnified will not exceed a dollar amount equal to the maximum aggregate indemnification obligation number of each Seller for money damages pursuant to Section 11.2(a)Escrow Shares valued at the Parent Average Closing Price, other than with respect to a claim and the liability of any single stockholder of HT for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in obligations after the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share termination of the Escrow AmountAgreement shall be further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such stockholder relative to the aggregate number of Parent Merger Shares; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by HT or such person and in that the case Threshold Amount shall not apply to breaches of Jadevaia, such Seller’s Pro Rata Share representation of any Letter of Transmittal or Article IV (a) and (b). Parent may seek indemnification hereunder after the termination of the Escrow Amount plus during the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to period as described in Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing10.5.

Limitations. Notwithstanding anything herein to the contrary contrary: no Seller shall incur or have any liability to indemnify the Buyer Indemnitees under Section 12.03(b) (except with respect to breaches of any Fundamental Representations or breaches of the representations and warranties contained in this Agreement: Section 6.01(i) or Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by a Seller)) unless (a) the individual amount of any Liability subject to indemnification is greater than or equal to $100,000 and (b) where the aggregate total of all such Liabilities for which all Sellers are liable under this Agreement (after the application of the provisions of clause (a) above) equals or exceeds 2% of the Purchase Price (the “Indemnity Deductible”). In the event that the sum of all such Liabilities exceeds the Indemnity Deductible, then such Seller’s obligation to indemnify the Buyer Indemnitees shall be applicable only to the portion thereof that exceeds the Indemnity Deductible. For avoidance of doubt, no claim may be Seller will have any obligation or Liability to Buyer Indemnitees under this Article XII for amounts for which a downward adjustment was made by any Indemnitee(s) for indemnification to the Purchase Price pursuant to Section 11.2(a) unless and until 3.04. For the aggregate sole purpose of determining whether the amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than any Liability with respect to a claim for indemnification arising from associated with a breach of representation or warranty hereunder exceeds the individual $100,000 threshold or collectively with all other claims, the Indemnity Deductible, any breach dollar thresholds or inaccuracy materiality or Material Adverse Effect qualifiers in such representations and warranties shall be disregarded. Sellers’ aggregate liability under Section 12.03(b) for breaches of representations and warranties (other than breaches of Fundamental Representations and breaches of the representations and warranties contained in Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by any Fundamental Representations, Seller)) shall be limited to ten percent (i10%) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingPurchase Price.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The Buyer Indemnitees shall not have any right to be made indemnified by any Indemnitee(s) Seller for indemnification any individual obligation or Liability pursuant to Section 11.2(a12.03(c) or Section 12.03(f) for breaches of representations and warranties unless and until such obligation or Liability exceeds 0.01471% of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs), in which event the right to be indemnified shall apply to the full amount of Losses for which such obligation or Liability (a “Qualified Loss”), subject to the Indemnitee(sother limitations set forth in this Section 12.04. (b) seeks Subject to the other provisions of this Section 12.04, the Buyer Indemnitees shall not have the right to be indemnified pursuant to Section 11.2(a12.03(c) exceeds $50,000 or Section 12.03(f) for breaches of representations and warranties unless and until the Buyer Indemnitees shall have incurred on a cumulative basis aggregate Qualified Losses in an amount exceeding 1% of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs) (the “Threshold AmountIndemnity Deductible”), at in which time event the Indemnitee(s) right to be indemnified shall be entitled apply only to indemnification for all such Qualified Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Indemnity Deductible. (c) Subject to the maximum aggregate other provisions of this Section 12.04, the sum of all losses pursuant to which indemnification obligation of each Seller for money damages is payable by Sellers pursuant to Section 11.2(a12.03(c) with respect to a claim or Section 12.03(f) for indemnification arising from any breach or inaccuracy breaches of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) representations and warranties shall be limited not exceed, in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; aggregate, ten percent (d10%) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price at Closingand the Option Purchase Price (if the Option Closing occurs) (the “Cap Amount”).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);; provided, that the Sellers shall not have any liability relating to an individual claim (or a series of related or similar claims) resulting in Losses in the amount of $5,000 or less (a “De Minimis Claim”), regardless of whether or not aggregate Losses as of the time of such claim have exceeded the Threshold Amount. (b) except for any claim based on fraud or intentional misrepresentation, the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)Total Consideration; (c) notwithstanding anything in this Agreement to the contrary, except for any claim based on fraud or intentional misrepresentation, the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Article XI shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;; and (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and. (e) no for the avoidance of doubt, each Indemnitor shall have any right only be responsible (based on their Pro Rata Share) for an amount up to indemnification pursuant to Section 11.2(eseventy-seven percent (77%) of their Pro Rata Share of Losses with respect to any Losses claim or claims for indemnification by Indemnitee pursuant to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article XI.

Limitations. Notwithstanding anything Paragraph 22.5.1 hereof, (i) No amendment may be made to this Agreement that would disproportionately divest or diminish the rights of, or otherwise disproportionately disadvantage or unfairly discriminate against any Equity Owner with respect to that Equity Owner’s Interest in relation to other Interests having similar rights (“Unfair Discrimination”), or increase the liabilities or obligations of any Equity Owner to the contrary Company or third parties, including, but not limited to any governmental agency, in a material manner, without the Approval of that amendment by each Equity Owner who would be so adversely affected by it. Amendments to this Agreement that, for example, result in (a) the issuance of new Interests (including a new class of interests or other equity interests) which may dilute an Equity Owner’s Interest in the Company, or (b) adverse tax consequences to one or more Equity Owners but not other Equity Owners (or results in disproportionately adverse tax consequences to one or more Equity Owners) due to their particular tax situation, are not to be deemed to Unfairly Discriminate against, or increase the liabilities or obligations of, the adversely affected Equity Owner(s). (ii) This Agreement may be amended by the Manager, without the consent of any of the Members to: (A) add to the representations, duties, or obligations of the Manager, or surrender any right or power granted to the Manager in this Agreement: , for the benefit of the Members; (aB) no claim cure any ambiguity, typographical error, incorrect reference or other scrivener’s error, to correct or supplement any provision hereof that may be made by inconsistent with any Indemnitee(s) for indemnification pursuant other provisions hereof, or to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), make any other than provision with respect to matters or questions arising under this Agreement not inconsistent with the intent of this Agreement; (C) change any provision of this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency, or by a claim state “Blue Sky” commissioner or similar official, which change is deemed by such commissioner, agency, or official to be for indemnification arising from the benefit or protection of the Members, and (D) any breach or inaccuracy changes made necessary by the issuance of any Fundamental Representationsadditional Interests that are not covered by this Agreement, provided that no amendment shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller adopted pursuant to this Agreement; (dParagraph 22.5.2(ii) no Seller shall be liable or have any indemnification obligation unless the adoption thereof is for the breach of any representations benefit of, or warranty made by any other Seller in Article IV of this Agreementnot adverse to, the breach interests of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (eMembers and does not violate Paragraph 22.5.2(i) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinghereof.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made Except for injunctive relief and similar equitable remedies and except for Damages relating to or arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders, (B) any alleged breach of (i) the Seller Non-competition Agreement, (ii) the Shareholder Non-competition Agreement, (iii) the Surviving Representations or (iv) Seller’s or any of the Shareholders’ obligations in respect of any Employee Non-competition Agreement, and for certainty excluding any alleged breach by any Indemnitee(semployee of its obligations thereunder, or (C) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Retained Liabilities (collectively the “Threshold AmountExcluded Damages”), at which time recourse to the Indemnitee(s) Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall be entitled to indemnification Buyer’s sole and exclusive remedy available only for all such Losses (including all Losses included within the Threshold Amount);Damages under Section 9.2 above. (b) Other than the maximum aggregate Excluded Damages and any alleged breach of the representation and warranty set forth in the last sentence of Section 4.5 of this Agreement, no indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than from the Escrow Fund with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, Damages otherwise payable under Section 9.2 above shall be limited payable until such time as all such indemnifiable Damages shall aggregate to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇more than C$50,000, such Seller’s Pro Rata Share of after which time the Escrow Amount, and in Fund shall be drawn upon for all indemnifiable Damages (including the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyfirst C$50,000);. (c) Any claims by Buyer against the maximum aggregate indemnification obligation Indemnifying Parties for any Damages other than Damages relating to or arising out of each Seller for money damages pursuant to Section 11.2(a(A) with respect to a claim for indemnification arising from any fraud, willful misrepresentation, willful breach or inaccuracy willful misconduct by Seller or any of the Shareholders, or (B) any alleged breach of Seller’s or any of the Shareholders’ obligations in respect of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Employee Non-competition Agreement, and for certainty excluding any alleged breach by any employee of its obligations thereunder, shall be limited not exceed, in the aggregate to aggregate, the consideration actually received by such Seller pursuant to this Agreement;Purchase Price payable hereunder. (d) no Seller The amount of Damages for which an Indemnified Party is entitled to indemnification shall be liable or reduced to the extent that the full amount of such Damages have any indemnification obligation for been reduced from the breach Closing Consideration as a result of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; anda Working Capital Shortfall due to such Damages. (e) no Indemnitor Except for Damages resulting from fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders or from any breach of Section 4.11 hereof, Damages shall have not include any right incidental, punitive, special, consequential or indirect Damages of the Buyer including, without limitation, loss of profits or failure to indemnification pursuant to Section 11.2(erealize expected savings. (f) with respect to The Indemnifying Parties shall not be liable for any Losses Damages to the extent (and only to the extent) that such Losses are duplicative of Losses that were included in the Net Working Capital calculation and Damages have previously been otherwise recovered by Purchaser through an adjustment the Buyer or satisfied by any other Person including, without limitation, as a result of the Buyer receiving or being reasonably able to receive compensation for such Damages pursuant to any policy of insurance maintained by the Initial Closing Price at ClosingBuyer.

Limitations. Notwithstanding anything to the contrary any representation, warranty, covenant or other agreement contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for , including the rights of indemnification pursuant to provided in this Section 11.2(a) unless and until 8, the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have no obligation to release, indemnify and hold harmless any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) Buyer Indemnitee with respect to any Losses Adverse Consequence (A) associated with, attributable to or resulting from any environmental condition or circumstance (including the non-compliance with any Environmental Law and the presence of any Hazardous Substance) except to the extent the relevant condition or circumstance (x) constitutes a breach of the representation and only warranty set forth in Section 4(i) or (y) is subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi) or (B) to the extentextent relating to the Javelina Partnerships or the assets, properties, obligations, activities and other matters relating to the Javelina Partnerships, that portion of such Adverse Consequence in excess of the product derived by multiplying the Javelina Percentage Interest by the amount of such Adverse Consequence. By way of clarification, the Parties acknowledge and agree (1) that the Buyer has entered into a separate purchase agreement with each partner of the Javelina Partnerships covering such Losses partner’s interest in such Javelina Partnerships, and (2) each such purchase agreement is separate and independent from the others and is not intended to increase the Seller’s exposure for Adverse Consequences, if any. For example, if it should happen that one of the Javelina Partnerships has an Unrecorded Obligation of $100 that would constitute a breach of the representation and warranty contained in Section 4(l), the Seller’s maximum exposure with respect thereto (subject to any deductibles, caps or other limitations) would be determined by multiplying $100 by the Javelina Percentage Interest. In lieu of performing all or any portion of its Obligations under Section 8(b)(i) to the extent relating to the representation and warranty set forth in Section 4(i), or that are duplicative of Losses that were included subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi), the Seller shall have the right to remediate any such environmental condition or circumstance subject to the terms and conditions set forth in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingEnvironmental Access Agreement.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No Buyer Indemnitee will assert any claim may be made by any Indemnitee(s(each an “Indemnity Claim”) for indemnification pursuant to Section 11.2(a8.2(a)(i) unless and until such time that the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 1,500,000 (the “Threshold AmountDeductible”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to except (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇actual fraud or (ii) with respect to any Fundamental Representation, with respect to which the Deductible shall be deemed to be zero), in which case such Seller’s Pro Rata Share Buyer Indemnitee will be entitled to recover all Losses in excess of the Escrow Amount, and applicable Deductible. CCOC’s aggregate liability in respect of any indemnification obligation for Losses under Section 8.2(a)(i) shall not exceed an amount equal to $1,901,812.50 less the Deductible (the “CCOC Retention”) (except (x) no limit shall apply in the case of Jadevaiaactual fraud, such Seller’s Pro Rata Share (y) in respect of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages any Indemnity Claim pursuant to Section 11.2(a8.2(a)(i) for which coverage is not obtained under the Buyer Insurance Policy as a result of (I) in the case of a breach or inaccuracy of any Compliance with respect Law Representation or Fundamental Representation, such claim having been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (II) in the case of a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations Representation, the Buyer Insurance Policy having expired or (III) in case of any representation set forth in Article IV or Article V, coverage being denied under the Buyer Insurance Policy as a result of a Specified Exclusion, in each case, CCOC shall provide indemnification in respect of such Indemnity Claim up to the Supplemental Indemnification Hurdle and (z) CCOC shall provide the applicable CCOC Supplemental Indemnification in respect of breaches of any Fundamental Representation (with respect to which the Deductible shall be deemed to be zero) or Compliance with Law Representation, as described below). To the extent the Buyer Indemnitees have incurred Losses in excess of the sum of the applicable Deductible, the CCOC Retention and twenty percent (20%) of the Total Cap (such sum being referred to as the “Supplemental Indemnification Hurdle”) (A) with respect to breaches or inaccuracies of the Compliance with Law Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) 50% of the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to Sections 11.2(b)-(eclause (B) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the “Compliance with Law Cap”) and (B) with respect to breaches or inaccuracies of any Fundamental Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (A) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the indemnification obligations described in clauses (A) and (B), each a “CCOC Supplemental Indemnification”). Notwithstanding anything contained herein to the contrary, CCOC’s aggregate liability in respect of any obligation for Losses under Section 8.2(a) (except in the case of actual fraud, or Section 8.2(a)(iii), (iv) or (v)), shall not exceed an amount equal to the Wafra Investment Amount (without taking into account any reduction pursuant to Section 8.3(f)) (the “Total Cap”) minus any indemnification previously provided by CCOC pursuant to Section 6.2(a) of the Carry Investment Agreement. For purposes of calculating the Supplemental LA_LAN01:362972.20 Indemnification Hurdle, indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement shall be limited deemed Losses. (b) No Digital Colony Indemnitee will assert any claim for indemnification pursuant to Section 8.2(b)(i) until such time that the aggregate amount of (i) Losses and (ii) indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations exceeds the Deductible (except in the aggregate case of actual fraud or in respect of breaches of any Buyer Fundamental Representation, with respect to which the Deductible shall not apply), in which case such Digital Colony Indemnitee will be entitled to recover all Losses in excess of the Deductible. Notwithstanding anything contained herein to the consideration contrary, Buyer’s aggregate liability (A) in respect of any obligation for Losses under Section 8.2(b)(i) and indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b)(i) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations shall not exceed an amount equal to 20% of the Total Cap (except in the case of actual fraud or in respect of breaches of any Buyer Fundamental Representation) and (B) in respect of any obligation for Losses under Section 8.2(b) and any indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement (except in the case of actual fraud), shall not exceed an amount equal to the Total Cap. (c) The amount of any indemnification payable under this Article VIII in respect of a claim for indemnification pursuant to Section 8.2 shall be reduced by an amount equal to the proceeds actually received by a Buyer Indemnitee or Digital Colony Indemnitee, as applicable, under any insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or arising from, such claim or Losses, and the present value of any increases in insurance premiums on the account of or arising from such claim or Losses, or the cost of cancellation of such insurance policy and any increased costs for any replacement policy). Each Buyer Indemnitee and Digital Colony Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery (other than under the Buyer Insurance Policy which is addressed in Section 8.3(d)) or third-party recovery available to it with respect to any Loss for which such Buyer Indemnitee or Digital Colony Indemnitee seeks indemnification pursuant to this Article VIII (including during the period following any payment to such Buyer Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Digital Colony Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from a third party a sum which indemnifies or compensates such Person in respect of the Losses which are the subject matter of such claim, such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the lower of (i) the amount actually received by such Seller pursuant to this Agreement;Person from the Indemnifying Party in respect of such claim and (ii) any sum recovered from the third party, in each case, less all reasonable out-of-pocket LA_LAN01:362972.20 costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery and any Tax suffered thereon. (d) no Seller Except in the case of actual fraud, the CCOC Retention, the CCOC Supplemental Indemnification or the obligation to indemnify the Buyer Indemnitees as described in Section 8.3(a)(y), the Buyer Indemnitees’ sole source of recovery for any Indemnity Claim pursuant to Section 8.2(a)(i) shall be liable or have any indemnification obligation for the breach of any representations or warranty made Buyer Insurance Policy and not direct payment by any other Seller in Article IV of Party to this Agreement. Buyer shall, and shall cause each other Buyer Indemnitee to use its, his or her commercially reasonable best efforts to, pursue any insurance recovery under the breach Buyer Insurance Policy with respect to any Loss for which such Buyer Indemnitee seeks indemnification pursuant to this Article VIII and Buyer shall and shall cause each such Buyer Indemnitee to take such action as may be reasonably requested by CCOC to pursue recovery under the Buyer Insurance Policy with respect to such Loss. Buyer shall submit any bona fide claims pursuant to Section 8.2(a)(i) to the insurer under the Buyer Insurance Policy so as to cause the retention to be satisfied, notwithstanding that such claim may not be in excess of the Deductible. Buyer shall provide any correspondence with the insurer under the Buyer Insurance Policy to CCOC concurrently if made by Buyer and promptly if received by Buyer; provided, that Buyer’s failure to provide copies of any covenant such correspondence shall not affect the indemnification obligations of any other Seller in this Agreement or CCOC unless CCOC is actually materially prejudiced by failure to give such notice. CCOC will only be liable for the actions CCOC Supplemental Indemnification if such claim has first been submitted to the insurer under the Buyer Insurance Policy and (i) such claim has been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (ii) the Buyer Insurance Policy has expired or inaction (iii) coverage is denied under the Buyer Insurance Policy as a result of any other Seller in connection with this Agreement; anda Specified Exclusion. For the avoidance of doubt, claims need not be submitted to the insurer under the Buyer Insurance Policy if the applicable coverage period under the Buyer Insurance Policy has expired. (e) 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 Indemnitor shall have any right to double-counting). For the avoidance of doubt, claims for indemnification pursuant to Section 11.2(e) 8.2 or Section 8.3 may be made based upon a liability which is contingent at the time such claim is made; provided, however, that no Person shall be entitled to recover with respect to any Losses such claim unless and until such liability becomes an actual liability. (f) If any CCOC Supplemental Indemnification is paid prior to the extent date that the Contingent Consideration Amount is payable, the Contingent Consideration Amount is subsequently payable, and the amount of the applicable CCOC Supplemental Indemnification that would have been paid would have increased if the payment of the Contingent Consideration Amount had previously occurred (and only the amount of any such increase being the “Contingent Indemnification Amount”), then the Contingent Consideration Amount payable shall be reduced by the Contingent Indemnification Amount, which shall fully satisfy CCOC’s obligations with respect to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingContingent Consideration Amount.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no If any individual claim may be made by any Indemnitee(sor series of related claims (if such claim or series of related claims arise out of the same or similar facts or circumstances) for indemnification pursuant by the AMID Indemnified Persons or Southcross Indemnified Persons that is subject to indemnification under Section 11.2(a8.2(a) unless or Section 8.3(a), respectively, results in Damages that do not exceed $25,000 (each, a “De Minimis Threshold”) then such Damages will not be deemed to be Damages under this Agreement and until the aggregate amount of Losses will not be eligible for which the Indemnitee(s) seeks indemnification under this Article VIII. The AMID Indemnified Persons will be entitled to be indemnified pursuant to Section 11.2(a8.2(a) for Damages, but only if and to the extent that the aggregate amount of all such Damages exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall 1,000,000. The Southcross Indemnified Persons will be entitled to indemnification be indemnified pursuant to Section 8.3(a) for Damages, but only if and to the extent that the aggregate amount of all such Losses (including all Losses included within the Threshold Amount);Damages exceeds $1,000,000. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Except as set forth in Section 11.2(a8.4(g), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in Holdings LP’s liability to the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (cAMID Indemnified Persons under Section 8.2(a) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall will be limited in the aggregate to the consideration actually received by such Seller General Indemnity Escrow Fund, and (ii) AMID’s liability to the Southcross Indemnified Persons under Section 8.3(a) will be limited in the aggregate to $21,000,000. (c) The AMID Indemnified Persons will be entitled to be indemnified pursuant to Section 8.2(d), in the manner and subject to the limitations set forth in this Agreement;, including those set forth on Schedule 9.14(f). (d) No Indemnifying Person will be liable for any Damages that are subject to indemnification under Section 8.2(a), 8.2(b), 8.3(a) or 8.3(b) unless a written demand for indemnification under this Agreement is delivered by the Indemnified Person to the Indemnifying Person in accordance with the claims procedure referred to in Section 8.5(a) prior to 5:00 P.M. Central Time on the date pursuant to Section 8.1 on which the survival period of the applicable representations and warranties or covenants expires. (e) Notwithstanding anything to the contrary contained in this Agreement, under no Seller circumstances will any party or any of its Affiliates be entitled to recover more than one time for any Damages under this Agreement, and to the extent a party or any of its Affiliates is compensated in full for a matter through the adjustments provided for in Section 2.4, such party and its Affiliates will not have a separate right to indemnification for such matter. (f) Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining (i) the accuracy of any representation or warranty subject to indemnification under Section 8.2(a) or Section 8.3(a) (other than the representation and warranty in Section 3.7(a)) and (ii) the amount of Damages resulting from any inaccuracy of any such representation or warranty, all “material,” “materiality,” “in all material respects,” “Material Adverse Effect,” and other like qualifications shall be liable or have any indemnification obligation for disregarded. (g) Notwithstanding anything to the breach of any representations or warranty made by any other Seller contrary contained in Article IV of this Agreement, the limitations set forth in Section 8.4(a) and Section 8.4(b) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of any Fundamental Representation, the inaccuracy or breach of any representation, warranty or covenant with respect to Taxes, a claim for breach of any covenant of any a party, claims for Damages arising out of or relating to the Special Indemnity Matters (other Seller than as set forth in this Agreement Section 8.4(c)) or for to the actions inaccuracy or inaction breach of any other Seller representation or warranty in connection with this Agreementthe event of Fraud; andprovided, however, except for claims for Fraud, in no circumstance shall the maximum indemnification liability of Holdings LP under Section 8.2(a) exceed in the aggregate the value of the Consideration (plus any distributions paid thereon). (eh) no Indemnitor shall have Subject to the other limitations contained in Section 8.4, recovery against the General Indemnity Escrow Units (together with cash from any right distributions paid in respect thereof) pursuant to Section 8.6 with respect to claims for indemnification pursuant to Section 11.2(e8.2(a) (other than claims for Damages arising out of or relating to the inaccuracy or breach of any Fundamental Representation, any representation or warranty with respect to Taxes, or any representation or warranty in the event of Fraud) constitutes AMID Indemnified Persons’ sole and exclusive remedy for any and all Damages relating to or arising from any claim that is subject to indemnification under Section 8.2(a). (i) In the event that Holdings LP becomes obligated to AMID under the terms of Article VIII in respect of any Damages (as determined by a final order, judgment or decision of a court of competent jurisdiction or by mutual written agreement between AMID and Holdings LP) with respect to any Losses claims for indemnification under Section 8.2 for which the General Indemnity Escrow Units are not the sole recourse under Section 8.4(h), AMID shall be entitled to elect to receive, at its sole discretion, and Holdings LP shall be required to return to AMID, such amount of cash, AMID Common Units, AMID Preferred Units, AMID GP Class D Units, or any other assets of Holdings LP, or any combination of the foregoing, with an aggregate value equal to the extent (and only amount of Damages for which the AMID Indemnified Parties are entitled to indemnification. The value of any AMID Common Units to be returned to AMID under this Section 8.4(i) shall be calculated based on the 20-day volume weighted average price of the AMID Common Units ending three trading days prior to the extentdate of payment. The value of any AMID Preferred Units, AMID GP Class D Units or any other assets to be returned to AMID under this Section 8.4(i) shall be calculated based on the fair market value thereof at the time Holdings LP becomes obligated pursuant to this Section 8.4(i). For purposes of this Section 8.4(i) “fair market value” shall be determined by (A) the mutual agreement of AMID and Holdings LP or (B) if AMID and Holdings LP cannot mutually agree on fair market value, AMID and Holdings LP will mutually select and engage an independent third party appraiser (the “Appraiser”) (or if AMID and Holdings LP are unable to agree within 10 days upon such Losses are duplicative independent third party appraiser, then each will promptly select an independent third party appraiser, who will then select an independent third party appraiser, which third selected independent third party appraiser will then serve as the sole Appraiser hereunder). In connection with the engagement of Losses that were included the Appraiser, AMID and Holdings LP will execute such engagement, indemnity and other agreements as the Appraiser may reasonably require as a condition to such engagement. The Appraiser will determine as promptly as practicable, but in any event within the Net Working Capital calculation 30 days after the selection of the Appraiser and have previously been recovered execution and delivery of such engagement, indemnity or other agreements, the fair market value of the AMID Preferred Units, AMID GP Class D Units or any other assets, as applicable. The determination of the Appraiser with respect to such fair market value determination will be final, conclusive and binding on the parties. The fees and expenses of the Appraiser will be borne 50% by Purchaser through an adjustment to the Initial Closing Price at ClosingAMID and 50% by Holdings LP.

Limitations. Notwithstanding anything The indemnification provided for in this Article XI shall be subject to the contrary in this Agreementfollowing limitations, each of which shall be effective independently of the others: (a) the Indemnifying Stockholders shall have no claim may be made by liability and no obligation to indemnify the Buyer or Buyer Sub for any Indemnitee(s) for indemnification pursuant to Section 11.2(a) Losses unless and until the Indemnifying Stockholders' aggregate amount of indemnity obligations hereunder with respect to the Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds shall exceed $50,000 1,000,000 (the “Threshold Amount”one million dollars), at which time whereupon the Indemnitee(s) Buyer or the Buyer Sub shall be entitled to receive indemnification for all such the amount of Losses (including all in excess of $1,000,000 and provided that the maximum amount the Buyer and the Buyer Sub may recover, in the aggregate, for Losses included within the Threshold Amount)is $15,000,000; (b) during the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Escrow Period (as defined in the Escrow Agreement attached as Exhibit D hereto) the Buyer's and Buyer Sub's sole recourse with respect to a claim for indemnification arising from any breach or inaccuracy recovery of any Fundamental Representationsamounts payable hereunder or otherwise for Losses, and the Indemnifying Stockholders' sole liability therefor, shall be limited to (i) the assets in the case of ▇▇▇▇ Escrow Account ("Escrow Assets") and ▇▇▇▇▇▇▇▇▇▇, any such Seller’s Pro Rata Share of recovery shall be made in accordance with the Escrow Amount, and procedures set forth in the case Form of JadevaiaEscrow Agreement, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)attached to this Agreement as Exhibit D; (c) if at any time during the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy Escrow Period the amount of any Fundamental Representations or pursuant payment required to Sections 11.2(b)-(e) shall be limited in made by the aggregate Escrow Agent to the consideration actually received by such Seller pursuant Buyer or Buyer Sub exceeds the Escrow Assets, the Escrow Agent shall distribute to this Agreementthe Buyer or Buyer Sub, all of the remaining Escrow Assets; (d) no Seller shall be liable or have any indemnification obligation for after termination of the breach of any representations or warranty made by any other Seller in Article IV of this AgreementEscrow Period, the breach of Indemnifying Stockholders shall have no liability and no obligation to indemnify the Buyer or Buyer Sub for any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this AgreementLosses; and (e) notwithstanding the provisions of Section 11.2(a), (b), (c) or (d), there shall be no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to limit on the extent (and only to the extent) such Losses are duplicative recovery of Losses by Buyer or Merger Sub for (i) common law claims of fraud or (ii) breaches of the representations and warranties set forth in Section 4.2(a) (Capitalization), Section 5.1 (Authorization of the Transaction) and 5.3 (Ownership and Delivery of Shares), provided, however, that were included each Indemnifying Stockholder shall not be liable for amounts in excess of that portion of the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment Purchase Consideration paid or payable to the Initial Closing Price at Closingsuch Indemnifying Shareholder.

Limitations. Notwithstanding (a) No amounts shall be payable as a result of Losses from any claim arising pursuant to this Agreement unless such Losses exceed $25,000 (any claim involving Losses equal to or less than such amount being referred to as a “De Minimis Claim”) or any other claim arising under this Agreement relating to a breach or alleged breach of a representation or warranty unless and until the Buyer Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Buyer Indemnified Parties may bring a claim for all Losses in excess of such amount. Nothing in the preceding sentence shall apply to, or in any way limit the obligations of, an Indemnifying Party (a) under Section 12.05 to pay all reasonable defense costs in respect of third-party claims, (b) with respect to any Excluded Liabilities of which Judbury is the obligor or (c) any and all Employment Liabilities arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties, provided however that notwithstanding anything to the contrary in this Agreement: , no amount shall be payable in connection with pre-closing breaches of covenants until Losses resulting from pre-closing breaches of covenants exceed $25,000, in which case the Buyer Indemnified Parties may bring a claim for the full extent of such Losses. The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (a) no the “Indemnity Amount”). No amounts shall be payable as a result of any De Minimis Claims or any claim may be made by any Indemnitee(s) for indemnification pursuant to arising under Section 11.2(a) 12.02 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Seller Indemnified Parties may bring a claim for all Losses in excess of such amount and the maximum liability of the Buyer under this Agreement shall not exceed the Indemnity Amount. Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price. Notwithstanding the foregoing, the De Minimis Claim limitation set out above shall not apply to any Air France Reduction. (b) An Indemnifying Party is not liable to an Indemnified Party for any claim under or in relation to or arising out of this Agreement including a breach of a representation or warranty (a) to the extent that the claim arises or is increased as a result of any change in applicable accounting standards after June 30, 2011 or any change in accounting policies applied on or after June 30, 2011 from those used by a party before the date of this Agreement and (b) if the claim is as a result of or in respect of any law or regulation not in force at the date of this Agreement (including any legislation or regulation which takes effect retrospectively and (c) to the extent that the claim or Loss in relation to the claim is remediable, provided it is remedied to the satisfaction of the Indemnified Party, acting reasonably, within 60 days after the Indemnifying Party receives written notice of the claim in accordance with Section 12.05(a), provided that to the extent any such 60 day remedy period begins after the 12th month of the relevant 18 month survival period for the relevant representation, warranty or covenant, the remaining six month survival period shall be tolled for such remedy period. (c) Where an Indemnified Party is or may be entitled to recover from some other person any sum, including by way of contract, indemnity, under a policy of insurance or otherwise, in respect of any matter or event which could give rise to a claim under this Agreement, the Indemnified Party must use its reasonable endeavors to recover that sum before making the claim, keep the Indemnifying Party informed of the conduct of such recovery; and reduce the amount of Losses any subsequent claim against the Indemnifying Party for the same or similar Loss by the amount recovered, provided, however, this provision shall not apply to representation and warranty insurance obtained by the Buyer, if any. If the recovery is delayed until after the claim has been paid by the Indemnifying Party, the recovered amount must be paid to the Indemnifying Party after deduction of all reasonable costs and expenses of the recovery. (d) An Indemnified Party must take all reasonable action to mitigate any Loss suffered for which a claim could be made. Nothing in this Agreement restricts or limits any general obligation at law to mitigate any Loss or damage. If an Indemnified Party does not comply with this obligation where such compliance would have mitigated the Indemnitee(sLoss, the Indemnifying Party will not be liable for the amount by which the Loss would have been reduced. (e) seeks The sole remedies of the Buyer Indemnified Parties in connection with the sale and purchase of the Capital Interests, Loan Notes and Aviation Loans will be as set out in this Agreement. (f) Each of the parties to be indemnified this Agreement acknowledges, and represents and warrants to each other party that is has neither made nor given, nor relied upon, any representation, warranty, promise or undertaking, statement or conduct in entering into or agreeing to the terms and conditions of this Agreement except those representations and warranties as expressly set out in this Agreement and except as set forth herein, the Sellers are selling the Companies on an “as is, where is basis” and to the fullest extent allowed by law, disclaim all other warranties, representations and guarantees, whether express or implied. (g) Except with respect to Losses actually awarded or otherwise payable by any Indemnified Party pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)a third party claim brought against an Indemnified Party, at which time the Indemnitee(s) no Indemnified Party shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; Article 12 for lost profits, punitive damages, exemplary damages, special damages or similar damages (d) no Seller shall be liable including damages calculated as or have any indemnification obligation for the breach based on a multiple of any representations earning or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement lost proceeds or for the actions profits or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingsimilar methodology).

Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 9.2(a)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties exceeds $100,000 (the “Deductible”) at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties in excess of the Deductible; provided that this sentence shall not apply with respect to any inaccuracy or breach of any representations or warranties contained in Sections 6.5 or 6.13. (b) Buyer will not be required to indemnify Seller under Section 9.2(b)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties exceeds the Deductible, at which point Buyer will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties in excess of the Deductible; provided that this sentence shall not apply with respect to any claim for Damages under Section 9.2(b)(i) that is related to representations or warranties made by Buyer regarding the sale, transfer or registration of the Shares to Seller or any of its Affiliates or designees. (c) In no claim may event shall the aggregate out-of-pocket Liability of Seller for any Damages pursuant to Section 9.2(a)(i) exceed $1,500,000 (the “Seller R&W Cap”); provided that the Seller R&W Cap shall not apply with respect to any inaccuracy or breach of any representations or warranties contained in Sections 6.5 or 6.13. In no event shall the aggregate out-of-pocket Liability of Seller for any Damages pursuant to Section 9.2(a) exceed $15,000,000 (the “Seller Overall Cap”); provided that the Seller Overall Cap shall not apply with respect to (i) any breach of Section 8.7 and (ii) any Damages pursuant to Section 9.2(a)(iii). (d) The amount of any Damages subject to indemnification under Section 9.2 shall be calculated net of (x) any insurance proceeds actually received by the Indemnified Parties on account of such Damages and/or (z) any indemnification actually paid by any third party as follows: (i) The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Damage by exhausting any available remedies against insurers to the same extent as they would if such Damage were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee(s) Indemnified Party with respect to any Damage for indemnification pursuant which any such Person has been indemnified hereunder, then a refund equal to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(srecovery shall be promptly delivered to Seller. (ii) seeks The Indemnifying Party shall be subrogated to be indemnified pursuant all rights of the Indemnified Party in respect of any Damage borne by the Indemnifying Party. The Indemnified Party shall use commercially reasonable efforts to bring indemnity claims against any third party who has an indemnification obligation to either of them with respect to any Damage and to diligently pursue such claims until finally adjudicated. (e) All Damages incurred by any Buyer Indemnified Party in respect of a breach of the representations and warranties in Section 11.2(a) exceeds $50,000 6.13 (the “Threshold Amount”other than Sections 6.13(c), at which time (d) and (f)) shall be limited to losses in respect of Taxes incurred in or attributable to the Indemnitee(sPre-Closing Tax Period. (f) No Party shall be entitled to indemnification for all such Losses (including all Losses included within under this Article 9 to the Threshold Amount);extent Damages result from the gross negligence or intentional misconduct of the Party seeking indemnification. (bg) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Except with respect to a claim for indemnification arising from any breach claims based on fraud or inaccuracy of any Fundamental Representationswillful misconduct, shall be limited to after the Closing: (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share right of the Escrow Amount, Buyer Indemnified Parties to indemnification under this Article 9 and in claims for specific performance and injunctive relief pursuant to Sections 8.7(f) and 10.1(c) shall be the case of Jadevaia, such Seller’s Pro Rata Share exclusive remedies of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Buyer Indemnified Parties with respect to a claim for indemnification claims arising or resulting from (A) any breach inaccuracy or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by of Seller or any other Seller of its Affiliates in Article IV of this Agreement, Agreement and the Transfer Agreements; (B) any breach of any covenant or other agreement of Seller or any other Seller of its Affiliates in this Agreement and the Transfer Agreements; or for the actions or inaction of (C) any other Seller in connection with this AgreementExcluded Liability; and (eii) no Indemnitor shall have any the right of the Seller Indemnified Parties to indemnification under this Article 9 and claims for specific performance and injunctive relief pursuant to Section 11.2(e10.1(c) shall be the exclusive remedies of the Seller Indemnified Parties with respect to claims arising or resulting from (A) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement and the Transfer Agreements; (B) any breach of any covenant or other agreement of Buyer in this Agreement and the Transfer Agreements; or (C) any Assumed Liability. (h) Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Buyer, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (i) Anything herein to the contrary notwithstanding, no Buyer Indemnified Party shall be entitled to any indemnification under this Agreement with respect to any Losses breach of any representation, warranty or covenant to the extent (any Buyer Indemnified Party could have, with reasonable efforts, mitigated or prevented the Damage with respect to such breach. Each Party and only each other Indemnified Party shall take all reasonable steps to the extent) mitigate Damages for which indemnification may be claimed by them under this Agreement promptly upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDamages.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim The amount of any Losses for which either Seller or Buyer, as the case may be, is liable shall be made reduced by (i) the amount of any Indemnitee(sinsurance proceeds actually paid to the Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. (b) Notwithstanding the other provisions of this Article XII, Seller shall not have any indemnification obligations for indemnification pursuant to any individual Losses arising from or in connection with Section 11.2(a12.2(a)(i) unless and until the aggregate amount of all such Losses for which exceed $1,675,000 together with the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 amount of all such Losses under the Other Acquisition Agreement (the “Threshold AmountDeductible”), at in which time event Seller shall be required to pay the Indemnitee(s) shall full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount with respect to this Agreement of $ $33,500,000 together with the Other Acquisition Agreement (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Seller shall not be liable for all such any individual or series of related Losses (including all which do not exceed $50,000 and any Losses with respect thereto shall not be included within in Losses for purposes of determining the Threshold Amount);Deductible or the Cap. (bc) In no event shall either party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the maximum aggregate indemnification obligation foregoing does not limit any of each Seller for money damages pursuant to Section 11.2(a), other than the obligations or liability of either party or its Affiliates under Sections 12.2 and 12.3 with respect to a claim for indemnification arising from claims of unrelated third parties. (d) Neither Seller nor Buyer shall have any breach or inaccuracy Liability under this Agreement in respect of any Fundamental Representations, shall be limited to Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. (e) For purposes of determining whether a breach of a representation or warranty has occurred for which indemnification is provided under this Article XII and for calculating the amount of Losses indemnifiable hereunder, any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (f) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including, but not limited to, claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at Law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of ▇▇▇▇ specific performance and ▇▇▇▇▇▇▇▇▇▇for claims based on fraud, such Seller’s Pro Rata Share no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Escrow Amount, and in the case Seller or Buyer or any of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) their Affiliates with respect to any Losses matter that is the subject of this Article XII, and Buyer and Seller, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the extent (and only to the extent) such Losses are duplicative subject of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article XII.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding any provision of this Agreement to the contrary, the Stockholder shall have no claim may obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"). Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be made entitled to recover the full amount of all such Losses in excess of the Threshold. (b) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of the Stockholder to the Buyer Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant, Buyer nor Note Buyer shall have any obligation to 18 indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses hereunder in the aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by any Indemnitee(s) for indemnification pursuant Mirant, Buyer or Note Buyer of their obligation to Section 11.2(a) unless pay, or directly or indirectly resulting in the failure of Mirant, Buyer and until Note Buyer to pay, the Purchase Price under this Agreement, shall not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of Losses in excess of the Threshold. (d) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant, Buyer and Note Buyer to the Stockholder Indemnitees for which all claims arising under this Agreement and the Indemnitee(sother Transaction Documents equals ten percent (10%) seeks of the Purchase Price; provided, however, that Mirant's, Buyer's and Note Buyer's liability for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant, Buyer and Note Buyer to pay, the Purchase Price shall not be indemnified pursuant subject to Section 11.2(asuch limitation. (e) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) No Indemnitee shall be entitled to indemnification under this Article 5 for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case directly or indirectly caused by a willful or negligent act of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, Indemnitee or a breach by such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy Indemnitee of any Fundamental Representations representation, warranty, covenant or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the actions Stockholder, the Companies, the Holding Subsidiaries, the Partnership or inaction any of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right their respective Affiliates prior to indemnification pursuant to Section 11.2(e) with respect to any Losses the Closing, to the extent (and only that the Buyer Indemnitees actually receive such insurance proceeds to the extent) cover such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLosses.

Limitations. Notwithstanding anything (i) If the Obligations of an Obligor would be held or determined by a court or tribunal having competent jurisdiction to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until contrary, the aggregate amount of Losses for the liability Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement of such Obligor under this Agreement and the Notes shall, without any further action by such Obligor, any holder or any other person, be automatically limited and reduced to an amount which is valid and enforceable. (ii) Without limiting the Indemnitee(sgenerality of clause (i) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (above, each Obligor, each Purchaser and each holder, hereby confirms that it is the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for intention of all such Losses (including all Losses included within parties that none of this Agreement, the Threshold Amount); (b) Notes or any other document delivered in connection therewith constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the maximum aggregate indemnification obligation Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement, the Notes or any other related document. Therefore, such parties agree that the Obligations of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, an Obligor shall be limited to (i) such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Obligor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the other Obligors and any other obligor, result in the case Obligations not constituting a fraudulent transfer or conveyance. (iii) The provisions of this Section 22.8 are intended solely to preserve the rights of the Purchasers and the holders hereunder to the maximum extent permitted by applicable law, and neither an Obligor nor any other Person shall have any right or claim under such provisions that would not otherwise be available under applicable law. -44- Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement ​ ​ -45- ​ If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, Lincoln Electric Holdings, Inc. By Name: Title: The Lincoln Electric Company By Name: Title: Lincoln Electric International Holding Company By Name: Title: ▇.▇▇▇ and . ▇▇▇▇▇▇ Co., Inc. By Name: Title: Lincoln Global, Inc. ​ Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement By Name: Title: Techalloy, Inc. By Name: Title: ▇▇▇▇▇▇ Trail Technologies, such Seller’s Pro Rata Share Inc. By Name: Title: ​ ​ ​ This Agreement is hereby accepted and agreed to as of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by date hereof. [Add Purchaser through an adjustment to the Initial Closing Price at Closing.Signature BlocksPages Intentionally Omitted] ​ ​ ​ ​

Limitations. (a) Notwithstanding anything to the contrary herein, the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall not exceed the Purchase Price; provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2 and 2.3 (or the portion of the Company Certificate or Company CFO Certificate relating thereto) or to a breach of the covenants set forth in Section 4.7. For purposes solely of this Article VI, all representations and warranties of the Company in Article II (other than Section 2.6(b) and Section 2.31) shall be construed as if the term "material" and any reference to "Company Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (b) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. However, the rights of the Buyer under this Article VI shall not be limited to the Escrow Amount nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages directly from the Indemnifying Stockholders unless there are no remaining Escrow Shares held in escrow pursuant to the Escrow Agreement; provided further that, in the event that the Buyer seeks to collect Damages in excess of the Value of the Escrow Shares, the Indemnifying Stockholders will be required to surrender to the Buyer, and the Buyer will be required to accept from the Indemnifying Stockholders, Merger Shares having a Value equal to such excess to the extent such Merger Shares are still held by the Indemnifying Stockholders before any such amounts are paid in cash. (c) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive procedure 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:. (ad) no claim may No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (e) Notwithstanding anything else set forth herein, the Buyer shall not be made by entitled to any Indemnitee(s) for indemnification pursuant to Section 11.2(a) under this Article VI unless and until the Buyer has incurred Damages of at least an amount equal to $150,000 in the aggregate amount of Losses for any and all claims for Damages, in which case the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Buyer shall be entitled to indemnification for all such Losses (including all Losses included within to the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy full amount of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingall Damages.

Limitations. Notwithstanding anything to the contrary contained in this Agreement:Agreement or in any of the other Transaction Documents, the parties’ respective indemnification obligations under this Agreement shall be subject to the limitations contained in this Section 10.6. (a) no claim may 10.6.1 Buyer shall not be made by required to indemnify, defend or hold harmless any Indemnitee(s) Seller Indemnified Party, and Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party, for indemnification any inaccuracy in or breach of a representation or warranty pursuant to Section 11.2(a) unless and until 10.1.1 or 10.2.1, as applicable, the aggregate amount of all such Losses for which of the Indemnitee(s) seeks Seller Indemnified Parties or the Buyer Indemnified Parties, respectively, exceeds an aggregate amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 81,250 (the “Threshold AmountDeductible”), at after which time event the Indemnitee(s) Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, shall be entitled to indemnification recover for all such Losses in excess of the Deductible, subject to the other terms of this Agreement; provided, however, that the limitations set forth in this Section 10.6.1 shall not apply to Losses resulting from or arising in connection with any breach of the representations and warranties of Seller under Sections 3.1.9 hereof. 10.6.2 Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnified Parties, and Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties, for Losses in excess of an aggregate amount equal to 100% of the Purchase Price; provided, however, that the foregoing limitation shall not apply to (including all Losses included within a) the Threshold Amount); payment of the Purchase Price by Buyer to Seller, (b) the maximum aggregate any indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)any of Sections 10.1.3 or 10.2.3, other than as applicable, or (c) any indemnification arising out of a breach by Seller of its representation and warranty in Sections 3.1.4 (second, third, and penultimate sentences only) above. 10.6.3 The parties agree, for themselves and on behalf of their respective Affiliates, successors and assigns, that with respect to a claim each indemnification obligation under this Agreement or any of the other Transaction Documents, the amount of any Losses shall be reduced by the amount, if any, of any federal, state or local income Tax benefit realized or any insurance proceeds received. 10.6.4 The parties agree that, except as otherwise expressly provided elsewhere in this Agreement or in any other Transaction Document, the indemnification provisions of this Article 10 shall be the sole and exclusive remedy for indemnification any breach of or inaccuracy in any representation, warranty, covenant or agreement contained in this Agreement or in any of the other Transaction Documents; provided, that either party shall be entitled to seek specific performance of the other party’s obligation to close the transaction contemplated by this Agreement. 10.6.5 No Indemnified Party shall seek or be entitled to, or accept payment of, any award or judgment for consequential, incidental, special, indirect or punitive damages or lost profits suffered by such Indemnified Party, whether based on statute, contract, tort or otherwise, and whether or not arising from the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault. 10.6.6 Seller shall have no indemnification obligation hereunder to the extent any breach Losses arose out of or resulted from the inaccuracy of any Fundamental Representationsrepresentation or warranty of Seller, shall be limited and Buyer or any Affiliate of Buyer had actual knowledge of such inaccuracy prior to (i) in the case execution and delivery of this Agreement by Buyer. For purposes of this Section, the term “actual knowledge” means the actual knowledge of any one or more of ▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amountor S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Additionally, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Buyer shall be deemed to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy have “actual knowledge” of any Fundamental Representations fact which has been disclosed in writing by Seller, its Affiliates or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable their respective officers, employees, agents or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect representatives to any Losses to the extent (and only to the extent) such Losses are duplicative outside attorney or accountant of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingBuyer.

Limitations. Notwithstanding anything to the contrary contained in this AgreementAgreement or in any other Transaction Document: (a) no Other than with respect to any claim may for breach of a Fundamental Representation, the Contributee Indemnified Parties shall not be made by any Indemnitee(s) for entitled to indemnification pursuant to Section 11.2(a8.1(a) with respect to any claim for indemnification for breach of (i) any representation or warranty made by Contributor contained in ARTICLE 3 (excluding any Materiality Qualified Rep) unless and until the amount of Losses (excluding costs and expenses of the Contributee Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Contributee Indemnified Party for any individual occurrence (or series of one or more occurrence arising from the same facts or circumstances) exceeds $10,000 and (ii) any Materiality Qualified Rep unless and until the amount of Losses (excluding costs and expenses of the Contributee Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Contributee Indemnified Party for any individual occurrence (or series of one or more occurrence arising from the same facts or circumstances) exceeds $20,000 (such thresholds set forth in Section 8.5(a)(i) and (ii), each a “Per-Claim Basket” and any such Losses disregarded pursuant to a Per-Claim Basket, an “Ineligible Loss”), after which, subject to Section 8.5(b), the Contributee Indemnified Parties shall be entitled to indemnification for such Losses with respect to such occurrence and not only those in excess of the applicable Per-Claim Basket. (b) Other than with respect to any claim for breach of a Fundamental Representation, the Contributee Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.1(a) with respect to any claim for indemnification unless and until the aggregate amount of Losses for which (excluding (x) Ineligible Losses and (y) costs and expenses of the Indemnitee(sContributee Indemnified Parties incurred in connection with making such claims under this Agreement) seeks to be indemnified pursuant to Section 11.2(a) incurred by the Contributee Indemnified Parties exceeds $50,000 415,000 (the “Threshold Basket Amount”), at after which time the Indemnitee(s) Contributee Indemnified Parties shall be entitled to indemnification for all such Losses (including all to the extent of such Losses included within back to the Threshold Amount);first dollar. (bc) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other Other than with respect to a any claim for indemnification arising from any breach or inaccuracy of any a Fundamental RepresentationsRepresentation, the aggregate amount of Losses for which the Contributee Indemnified Parties shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right entitled to indemnification pursuant to Section 11.2(e8.1(a) with will not exceed $4,150,000 the “Cap”); provided, however, that, notwithstanding the foregoing or anything else to the contrary, the aggregate Liability of Contributor in respect of claims for indemnification pursuant to this Agreement (including under any provision of this ARTICLE 8) will not exceed the then remaining Fair Market Value of the OP Units subject to forfeiture hereunder. (d) For purposes of determining both whether or not a breach of a representation and warranty by Contributor under this Agreement has occurred and for purposes of calculating the dollar amount of Losses for which any Contributee Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to “material,” “Material Adverse Effect” and similar qualifiers (each, a “Materiality Qualifier”) will be deemed and interpreted to be a representation or warranty made without such qualification. If Contributee or Parent breaches any representation or warranty for which indemnification may be provided under Section 8.2(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributor Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to “material,” “Material Adverse Effect” and similar qualifiers will be deemed and interpreted to be a representation or warranty made without such qualification. (e) The amount of any Loss for which indemnification is provided under this ARTICLE 8 shall be net of (i) any amounts actually received by the Indemnified Party pursuant to any Losses indemnification by, or indemnification agreement with, any Third Party and (ii) third party insurance proceeds (for the avoidance of doubt, not including self-insurance or insurance with a captive insurance Affiliate), which shall be an offset against such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this ARTICLE 8. If the amount to be netted hereunder from any payment required under this ARTICLE 8 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this ARTICLE 8, the Indemnified Party shall repay to the extent (and only Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE 8 had such determination been made at the extent) time of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingpayment.

Limitations. Notwithstanding anything to The limitations on the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification obligations of Seller set forth Section 7.04 shall apply mutatis mutandis Seller’s indemnification obligations pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)this ARTICLE VI, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to except that (i) in the case of ▇▇▇▇ Cap shall not apply and ▇▇▇▇▇▇▇▇▇▇, such the Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller obligations pursuant to this Agreement; ARTICLE VI, taken together with all of Seller’s indemnification obligations pursuant to ARTICLE VIII, shall not exceed the Purchase Price, (dii) no Seller the Basket shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and Two Hundred Thousand United States Dollars (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e$200,000) with respect to any Losses claim for indemnification pursuant to this ARTICLE VI, and (iii) the De Minimis Threshold shall be Twenty Thousand United States Dollars ($20,000) with respect to any claim for indemnification pursuant to this ARTICLE VI; provided, however, that the Basket and De Minimis Threshold shall not apply to Section 6.03(g) or to any indemnification obligations of Seller that relate to, arise out of, or are a consequence of, any matter described in Section 3.18 of the Disclosure Schedules, including, but not limited to, any failure of the Maquila agreements to be with the correct parties, submission of a defective or incorrect Maquila agreement with the Advance Pricing Agreement/Fast Track Alternative application, or any other failure to comply with laws and regulations applicable to Maquiladora companies, in each case during the period prior to the extent (Closing Date. Any payments made by Seller and only indemnification obligations of Seller pursuant to this ARTICLE VI shall be taken together with any payments made by Seller or indemnification obligations of Seller pursuant to ARTICLE VIII for all purposes of this Agreement, including with respect to the extent) limitations set forth in Section 7.04 that are applicable in all such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinginstances.

Limitations. Notwithstanding anything (i) No Indemnitor shall be liable hereunder for any Damages in excess of the sum of (x) the difference between the Fair Market Value of the Shares issued to the contrary in this Agreement:LPC Holders and BBHC hereunder on the date that payment is made to an Indemnitee for Damages, minus the Fair Market Value of any Shares previously sold by the LPC Holders, plus (y) the amount of the aggregate cash consideration (or the fair market value of such consideration at the time received by the Indemnitor if such consideration was property) received for such sold Shares; provided however, that prior to the issuance of any shares to the LPC Holders or the other parties to be issued shares hereunder and without limiting any provision of Section 7.2, the maximum liability for Damages hereunder shall be equal to the Fair Market Value of the shares to be issued hereunder as if such shares had been issued on the payment date of the Damages. (aii) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) No Indemnitee shall be entitled to seek indemnification hereunder for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages Damages pursuant to Section 11.2(a8.1(b)(i), other than with respect Section 8.1(b)(ii), 8.1(d)(i), 8.1(d)(ii) or any Damages related to items not required to be on a claim balance sheet pursuant to generally accepted accounting principles, until the aggregate of all Damages under this Agreement exceeds $500,000. At such time as such Damages exceed $500,000, the Indemnitee shall have the right to seek indemnification from the first dollar. (iii) Notwithstanding Section 8.2(c)(ii), no Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(b)(iii), (iv) or (v) until such time as the aggregate of all Damages under this Agreement exceed $100,000, except for Damages relating to Taxes, including without limitation as set forth in Section 8.1(c), for which there shall be no such limitation and for which Indemnitees shall be entitled to seek indemnification arising hereunder for Damages from the LPC Holders from the first dollar. At such time as such Damages exceed $100,000, the Indemnitees shall have the right to seek indemnification from the first dollar for the matters set forth in this Section 8.1(b)(iii), (iv) and (v). (iv) Each Indemnitor's liability for any breach or inaccuracy of any Fundamental Representations, Damages shall be limited to the amount of such Damages net of the difference between any insurance proceeds received by the Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. (iv) Notwithstanding any other provision of this Agreement, except for matters covered in Section 6.13, Damages related to the case matters set forth in Section 3.12, and Damages attributable to fraud, the indemnities set forth in this Section 8 shall be the exclusive remedies of ▇the Indemnitees for any misrepresentation or breach of any representation or warranty or covenant or agreement contained in this Agreement. (vi) Notwithstanding any other provision of this Agreement, no ▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller ▇ shall be liable or have for any indemnification obligation for the breach Damages in excess of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses an amount thereof proportionate to the extent (and only ratio that the shares of Parent Common Stock issuable to him or her hereunder bears to the extent) such Losses are duplicative total number of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment shares issued hereunder to the Initial Closing Price at Closingall LPC Holders.

Limitations. (i) No Indemnitee shall be entitled to indemnification for any Losses arising solely from a claim for indemnification pursuant to subsection (a)(i) above until the aggregate amount of all Losses under all claims of all Indemnitees for all such breaches shall exceed $100,000 (the “Basket”), at which time all Losses incurred that are in excess of the Basket amount shall be subject to indemnification hereunder; provided, however, that notwithstanding the foregoing, the Basket set forth above in this Section 6.2(b)(i) shall not apply with respect to any claim for indemnification based on fraud, any inaccuracy in or breach of any Fundamental Representation or Tax Representation, or any claim for indemnification under subsections (a)(ii) through (a)(viii) above. (ii) Notwithstanding anything to the contrary in this Agreement: Agreement (a) no claim may be made by any Indemnitee(s) but subject to the proviso in this sentence), the Indemnifying Stockholders’ aggregate Liability for indemnification pursuant to Section 11.2(asubsection (a)(i) unless above shall not exceed the Escrow Shares (first Withheld Shares and then Milestone Shares), and any Loss Amounts shall be payable from the Escrow Shares until the aggregate such amount of Losses for is exhausted, after which the Indemnitee(sremaining Liability shall be payable by the Indemnifying Stockholders in accordance with this Article 6; provided, however, that notwithstanding the foregoing, the limitations set forth above in this subsection (b)(ii) seeks shall not apply with respect to any claim for indemnification based on (A) the breach of any inaccuracy in or breach of any Fundamental Representation or Tax Representation; or (B) fraud; or (C) subsections (a)(ii) through (a)(viii) above. The number of Escrow Shares to be indemnified paid by the Indemnifying Stockholders for an Indemnification Claim pursuant to this Section 11.2(ashall be based upon that number of Escrow Shares equal to the quotient of (x) exceeds $50,000 the dollar value of the Loss Amount subject to indemnity divided by (y) the average closing price of APC’s Common Stock for the ten (10) trading days immediately preceding the date on which payment for the Loss Amount is made to the Indemnitees (the “Threshold AmountIndemnification Payment Date”), at which time . In the Indemnitee(s) event that all or some of the Escrow Shares to be paid to the Indemnitees shall be entitled to indemnification released from the Escrow Fund in accordance with this Article 6, the Indemnification Payment Date for all shares shall be the date such Losses (including all Losses included within shares held in the Threshold Amount); (b) Escrow Fund are actually released in accordance with this Article 6. Otherwise, the maximum aggregate indemnification obligation Indemnification Payment Date shall be the date of each Seller final resolution by the parties in accordance with this Agreement. Nothing in this Article 6 shall limit the liability of the Company or the Stockholders for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsrepresentation, warranty or covenant contained in this Agreement if the Merger does not close. (iii) Each Indemnifying Stockholder’s Liability for Losses shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, not exceed such Seller’s Indemnifying Stockholders’ Pro Rata Share of such Losses, unless the Escrow Amountclaim is of fraud or willful breach, and in the which case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);it is not limited. (civ) the maximum aggregate An Indemnitee’s right to indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from under this Article based on any breach inaccuracy in or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made shall not be diminished or otherwise affected in any way as a result of such Indemnitee’s knowledge of such inaccuracy, breach or untruth as of the date hereof, regardless of whether such knowledge exists as a result of the Indemnitee’s investigation or as a result of disclosure by the Company or any other Seller in Article IV of this Agreement, the breach its Affiliates. (v) The waiver of any covenant condition to Closing based upon the accuracy of any other Seller in this Agreement representation or for warranty, or on the actions performance of or inaction of compliance with any other Seller in connection with this Agreement; and (e) no Indemnitor covenant or agreement, shall have any not affect the right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (or other remedy based on such representations, warranties, covenants and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingagreements.

Limitations. Notwithstanding anything The obligations under this Section 8.02 shall be subject to the contrary in this Agreementfollowing limitations: (i) Except for any liability for Indemnifiable Damages arising from (A) Fraud committed by Seller, or (B) any Losses related to any claims for indemnification under Section 8.02(a)(iii) (it being understood that liability for Indemnifiable Damages arising from subclauses (A) or (B) of this Section 8.02(b)(i) shall not be subject to the limitations of this Section 8.02(b)), Seller shall not have any liability (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and Indemnifiable Damages until such Indemnifiable Damages exceed $2,000,000 of the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Closing Purchase Price (the “Threshold AmountDeductible”)) and then only to the extent such Indemnifiable Damages exceed the Deductible, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); and (b) the maximum for aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) Indemnifiable Damages in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow Amount, and in Indemnity Cap. (ii) The obligations under Section 8.02 shall terminate on the case of Jadevaia, such Seller’s Pro Rata Share second anniversary of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Closing Date; provided, however, that such obligations shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) not terminate with respect to any Losses item as to which Buyer shall have, prior to the extent expiration of the Survival Period, previously made a claim by delivering an Indemnification Notice. (iii) Seller’s indemnification obligations under this Agreement (including indemnification with respect to any Transaction Documents) will be satisfied solely by (and only shall be limited to) an offset to any future amounts payable under the Installment Payments, by deducting the amount (if any) of the Buyer’s Indemnifiable Damages from the future amounts payable pursuant to the extent) Installment Payment, with such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment offsets being applied first to the Initial Installment Payment that is due on the first anniversary of the Closing Price at ClosingDate. The Buyer shall have no recourse against the Seller (and Seller shall have no indemnification obligations) outside of the offset against unpaid Installment Payments.

Limitations. Notwithstanding anything herein to the contrary in contrary, as to matters which are subject to indemnification pursuant to this Agreement: Article XII: (a) no claim may Seller shall not be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) liable unless and until the aggregate amount Losses to the Indemnified Purchaser Parties resulting from such otherwise indemnifiable matters shall exceed a cumulative aggregate of Losses for which the Indemnitee(sOne Hundred Thousand ($100,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Dollars (the “Threshold AmountIndemnification Threshold”), at which time the Indemnitee(s) shall be entitled to indemnification (with Seller being responsible for all such Losses (including all Losses included within that exceed the Threshold AmountIndemnification Threshold); ; (b) the maximum aggregate indemnification obligation liability of each Seller for money damages pursuant to Section 11.2(a), other than with respect to as a claim for indemnification arising from any breach or inaccuracy result of any Fundamental Representations, Claims made hereunder shall be limited to (i) the Seller General Maximum Limitation in effect at the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, time any such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); Claim is made; (c) Purchaser shall not be liable unless and until the aggregate Losses to the Indemnified Seller Parties resulting from such otherwise indemnifiable matters shall exceed the Indemnification Threshold (with Purchaser being responsible for all Losses that exceed the Indemnification Threshold); and (d) the maximum aggregate indemnification obligation liability of each Purchaser as a result of any Claims made hereunder shall be limited to the Purchaser General Maximum Limitation in effect at the time any such Claim is made; provided, that (i) neither the Indemnification Threshold nor the Purchaser General Maximum Limitation shall apply to any claim by any Indemnified Seller for money damages Party pursuant to Section 11.2(a7.2.2(g), (ii) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) neither the Indemnification Threshold, the Purchaser General Maximum Limitation nor the Seller General Maximum Limitation shall be limited in the aggregate apply to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for payment of the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification Adjustment Amount pursuant to Section 11.2(e2.2.2 and (iii) with respect neither the Indemnification Threshold nor the Seller General Maximum Limitation shall apply to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered Contracts not assumed by Purchaser through an adjustment pursuant to the Initial Closing Price at ClosingSection 2.3.2(b)(ii)(B).

Limitations. Notwithstanding anything to The Parties agree that the contrary in liabilities and obligations of an Indemnitor under this Agreement:ARTICLE VI shall be limited as follows:‌ (a) no claim may The Seller shall not be made by obligated to indemnify the Buyer Indemnified Parties under Section 6.2(a) with respect to any Indemnitee(s) for indemnification pursuant to Section 11.2(a) Damages unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds Damages exceed USD $50,000 25,000 (the “Threshold AmountBasket”), at which time provided, that if the Indemnitee(s) shall total amount of such Damages exceeds the Basket, then the Buyer Indemnified Parties will be entitled to recover all Damages in excess of the Basket; provided, further, that the Basket shall not limit the Buyer Indemnified Parties rights to indemnification for all such Losses (including all Losses included within the Threshold Amount);with respect to any Damages arising from or relating to Fraud or any breach of any Fundamental Representation.‌ (b) The obligations of the maximum aggregate indemnification obligation Seller as Indemnitor under Section 6.2(a) shall not exceed an amount equal to fifty percent (50%) of each Seller for money damages pursuant to Section 11.2(athe Purchase Price (the “Cap”); provided, other than however, that the Cap shall not apply with respect to a claim for indemnification arising from any claims involving the breach or inaccuracy of any Fundamental Representations, shall be limited to Representation (i) in the which case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable for Damages in excess of the proceeds actually received by Seller) or have any indemnification obligation for in the breach case of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andFraud.‌ (ec) no The obligations of Buyer as Indemnitor under this ARTICLE VI shall have any right not arise until the Basket has been exceeded, provided, further, that the Basket shall not limit the Buyer Indemnified Parties rights to indemnification pursuant to Section 11.2(e) with respect to any Losses Damages arising from or relating to Fraud or any breach of any Fundamental Representation. (d) Subject to the provisions of such parties’ applicable insurance policies, to the extent (and only that Seller discharges any claim for indemnification, the Seller shall be subrogated to all related rights of Buyer against third parties. Subject to the extent) provisions of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment parties’ applicable insurance policies, to the Initial Closing Price at Closingextent that Buyer discharges any claim for indemnification, Buyer shall be subrogated to all related rights of the Seller against third parties.

Limitations. Notwithstanding anything (a) The rights of the Buyer Indemnitees to indemnification pursuant to the contrary in this Agreementprovisions of Section 8.1 are subject to the following limitations: (ai) no claim may The Buyer Indemnitees shall not be made by entitled to recover for any Indemnitee(s) for indemnification Adverse Consequences pursuant to Section 11.2(a) 8.1 unless and until the aggregate amount of Losses all Adverse Consequences for which the Indemnitee(s) seeks Buyer Indemnitees are entitled to be indemnified pursuant to indemnification under Section 11.2(a) 8.1 exceeds $50,000 (the “Threshold Amount”)amount that is ########1, at which time the Indemnitee(s) Buyer Indemnitees shall be entitled to seek and obtain indemnification for all such Losses (including all Losses included within Adverse Consequences for which the Threshold Amount); (b) the maximum aggregate Buyer Indemnitees are entitled to seek and obtain indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), 8.1. (ii) The aggregate Adverse Consequences for which the Buyer Indemnitees shall be entitled to seek and obtain indemnification pursuant to Section 8.1 shall not exceed the amount that is ########* (other than with respect to a claim claims for indemnification arising from any breach or inaccuracy of any Fundamental Representationsrepresentation or warranty that is fraudulent). ____________________ * ######## = Material omitted pursuant to a request for Confidential Treatment and submitted separately to the Commission on the date of submission of this Current Report on Form 8-K. (b) The limit set forth in Section 8.3(a)(ii) hereof, shall be limited not apply to (i) in the case any breach by any of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Seller of any of the Escrow AmountFundamental Representations or any Adverse Consequences arising out of or relating to fraud or willful misrepresentation, or willful breach. For the sole purpose of determining the amount of Adverse Consequences (and in not for determining whether or not any breaches of representations or warranties have occurred), the case of Jadevaia, such Seller’s Pro Rata Share representations and warranties of the Escrow Amount plus the Earnout Payment (if any);Company and Sellers shall not be deemed qualified by any references to materiality, knowledge or material adverse effect. (c) The indemnification obligations in Section 8.1(a), (b) and Section 8.2(a) and (b) shall terminate when the maximum aggregate respective representation and warranty or covenant expires, as set forth in Article 6 above. With respect to any Claim Notice or Indemnity Notice delivered within the survival periods set forth in Article 6 above, the representations and warranties that are the subject of such indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) claim shall survive with respect to a such claim for until such claim is finally resolved. (d) Notwithstanding the foregoing, the total amount of the payments that Sellers can be required to make under or in connection with this Agreement (including all indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant payments required to Sections 11.2(b)-(ebe made to Buyer and all expenses incurred by the Agent in accordance with Article 2) shall be limited in the aggregate to a maximum of ########*, and the consideration actually received by Sellers’ cumulative liability shall in no event exceed such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andamount. (e) no Indemnitor shall have Without limiting the foregoing, any right indemnification payments required to be made by any Seller hereunder, other than indemnification pursuant to Section 11.2(e) payments with respect to Adverse Consequences arising out of any Losses breach by the Company or Sellers of a Fundamental Representation, shall be made exclusively from the portion of the Purchase Price not yet paid to Sellers hereunder, pursuant to the extent (set off provisions set forth in Section 8.5 and only to Buyer shall have no recourse against any Seller or any of Seller’s affiliates, or against any of the extent) such Losses are duplicative assets of Losses that were included the Sellers or any of the Seller’s affiliates, in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingconnection with any indemnification claim or any other claim of any nature.

Limitations. (i) Notwithstanding anything the foregoing, any claim by an indemnified party against any indemnifying party under this Merger Agreement shall be payable by the indemnifying party only in the event, and to the contrary extent, that the accumulated amount of the claims in respect of such indemnifying party's obligations to indemnify under this Agreement shall exceed the amount of $350,000 in the aggregate (the "Indemnification Threshold"); provided, however, the Indemnification Threshold shall not be applicable to any Snyd▇▇ ▇▇▇emnity Claim that is incurred by Snyd▇▇ ▇▇ a result of an intentional breach of a representation and warranty as described in Section 9(f)(ii) below. In addition, the aggregate liability of the Stockholders for amounts in excess of the Indemnification Threshold shall be further limited to the following amounts: (A) the aggregate liability of the Stockholders for any IC Claim and for any unintentional breach of the representations and warranties contained in this Agreement: (a) no claim may be made by any Indemnitee(s) , except for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”representations contained in Sections 5(a), at which time 6(b) and 6(b-1) and the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amountfirst sentence of paragraph 6(a); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Deemed Escrow Value of the Escrow Amount, and in Deposit (each as defined below); (B) the case of Jadevaia, such Seller’s Pro Rata Share aggregate liability of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller Stockholders for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to the representations and warranties contained in Sections 11.2(b)-(e5(a), 6(b) and 6(b-1) and the first sentence of Section 6(a) shall be limited to the Share Consideration received by the Stockholders in the Merger valued at the Merger Share Price; and (C) notwithstanding the foregoing, the aggregate liability of the Stockholders for any "intentional breach" of the representations and warranties contained in this Agreement shall be limited to the consideration actually Share Consideration received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller Stockholders in Article IV the Merger valued at the Merger Share Price. For the purposes of this Agreement, the breach an "intentional breach" of a representation and warranty shall be deemed to have occurred only if any Stockholder had current, actual knowledge of any covenant of any other Seller in information required to be disclosed pursuant to this Agreement or and intentionally fails to disclose such information to Snyd▇▇ ▇▇▇ SAC. The current, actual knowledge of a Stockholder, solely for the actions or inaction purposes of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent determining whether an intentional breach has occurred (and only for the purpose of Section 6(x)), shall not include the knowledge of MMD's independent accountants and tax advisors. Furthermore, the Stockholders will not be deemed to have current, actual knowledge of information based solely on the extent) existence of such Losses are duplicative of Losses that were included information in the Net Working Capital calculation books, records and have previously been recovered by Purchaser through an adjustment to files of MMD; provided, however, that the Initial Closing Price at Closing.Stockholders

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (aA) no claim may except with respect to breaches of the Seller Fundamental Representations, (i) the Seller shall be liable with respect to claims under Section 4.1(a) only if the aggregate Damages related to such claims, considered together, exceed one percent (1%) of the Adjusted Purchase Price (the "Deductible Amount") and, in such event, indemnification shall be made by the Seller for all such aggregate Damages above $250,000 (with the Buyer responsible for the first $250,000) and (ii) the Seller shall not be liable with respect to (and the Buyer shall be responsible for) any Indemnitee(sclaims under Section 4.1(a) if the aggregate Damages related to such claims, considered together, are equal to or less than the Deductible Amount, and (B) except with respect to breaches of the Buyer Fundamental Representations, the Buyer shall be liable with respect to claims under Section 4.2(a) only if the aggregate Damages related to such claims, considered together, exceed the Deductible Amount and, in such event, indemnification shall be made by the Buyer for all such aggregate Damages above $250,000 (with the Seller responsible for the first $250,000) and (ii) the Buyer shall not be liable with respect to (and the Seller shall be responsible for) any claims under Section 4.2(a) if the aggregate Damages related to such claims, considered together, are equal to or less than the Deductible Amount; and (ii) the aggregate liability of the Seller for indemnification claims under Section 4.1(a) (other than indemnification claims with respect to breaches of the Seller Fundamental Representations) shall not exceed an amount equal to ten percent (10%) percent of the Adjusted Purchase Price (the "Cap") and (B) the aggregate liability of the Buyer for indemnification claims under Section 4.2(a) (other than indemnification claims with respect to breaches of the Buyer Fundamental Representations) shall not exceed the Cap; (iii) the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price or Adjusted Purchase Price has been adjusted to reflect such matter pursuant to Section 11.2(a1.4 or Section 7.11, and the Buyer's sole remedy for claims relating to (a) unless any asset or liability within the categories included within the Final Closing Statement shall be as provided in Section 1.4 and until (b) any item on the aggregate Reconciliation Schedule shall be as provided in Section 7.11; and (iv) the amount of Losses any Damages for which a Party is entitled to indemnification as provided under this ARTICLE IV shall be calculated net of any accruals, reserves or provisions therefor reflected in the Indemnitee(sFinal Closing Statement. (b) seeks Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this ARTICLE IV, provided that the reasonable out-of-pocket costs incurred by an Indemnified Party in minimizing such Damages may be indemnified pursuant claimed as indemnifiable Damages under this ARTICLE IV. (c) The amount of Damages recoverable by an Indemnified Party under this ARTICLE IV with respect to Section 11.2(aan indemnity claim shall be reduced by (i) exceeds $50,000 the amount of any payment received by such Indemnified Party (the “Threshold Amount”or an Affiliate thereof), at with respect to the Damages to which time such indemnity claim relates, from an insurance carrier or any other Person or entity and (ii) the Indemnitee(samount of any Tax benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. If an Indemnified Party (or an Affiliate) receives any insurance payment or Tax benefit in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment or Tax benefit, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this ARTICLE IV with respect to such claim plus the amount of the insurance payments and Tax benefits received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this ARTICLE IV. (d) The Parties agree that where one and the same facts qualifies under more than one provision entitling the Buyer or the Seller to a claim or remedy under this Agreement, there shall be only one claim or remedy. (e) In no event shall any Indemnified Party be entitled to indemnification pursuant to this ARTICLE IV to the extent any Damages were attributable to such Indemnified Party's own willful misconduct or fraud. (f) To the extent the Seller makes any payment pursuant to this ARTICLE IV in respect of Damages for all such Losses which the Buyer or any of its Affiliates have a right to recover against a third party (including an insurance carrier), the Seller shall be subrogated to the right of the Buyer or any of its Affiliates to seek and obtain recovery from such third party. The Buyer or its Affiliates shall duly execute upon request of the Seller all Losses included within instruments reasonably necessary to evidence and perfect the Threshold Amountsubrogation rights set forth in this subsection (f);, and otherwise cooperate in the prosecution of such claims. (bg) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Except with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement and (ii) claims for fraud, the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share rights of the Escrow Amount, Indemnified Parties under this ARTICLE IV and in under ARTICLE V shall be the case of Jadevaia, such Seller’s Pro Rata Share sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 4.1, Section 4.2, or ARTICLE V or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (h) Notwithstanding anything herein to the contrary, in no event shall the Buyer be entitled to the release of any Escrow Amount plus as satisfaction of a claim by the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages Buyer made pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing4.1.

Limitations. Notwithstanding anything (a) Except for the Sellers indemnification obligations for breaches of the representations and warranties set forth in Sections 5.1(c) and 5.2(a) and for claims pursuant to Section 7.1(c) of this Agreement (the "Excluded Obligations"), under no circumstances shall the maximum aggregate amount of each Seller's liability for any and all Breaches and any and all failures to perform any covenant or agreement contained in this Agreement exceed the amount calculated as follows: Escrow Share Value times the number of Escrow Shares (excluding fractional shares) to which such Seller is entitled pursuant to Section 3.1 (i.e., for instance, for Seller 6, the Escrow Share Value times 1,114 Escrow Shares). Other than with respect to the contrary Excluded Obligations, the indemnification due by any Seller for Breaches or failures to perform any covenant or agreement contained in this Agreement which have to be, or are, claimed during the Regular Warranty Period ("Regular Indemnification Claims") shall be paid only by such Seller's Escrow Shares. For the sake of clarity, in the event that all Escrow Shares of such Seller are used for Regular Indemnification Claims, then Seller shall not have any additional liability for any Breach and any and all failures to perform any covenant or agreement contained in this Agreement: , other than for Excluded Obligations. In the event that not all Escrow Shares of such Seller are used for Regular Indemnification Claims, such Seller's remaining maximum aggregate liability (a) no claim may be made by any Indemnitee(s) for indemnification pursuant other than with regard to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(sExcluded Obligations) shall be entitled limited to indemnification the following amount: Escrow Share Value times the number of such Seller's Escrow Shares not used for all such Losses (including all Losses included within the Threshold Amount);payment of Regular Indemnification Claims. (b) Except for the Purchaser's indemnification obligations for a breach of a covenant set forth in Section 8.3 of this Agreement, under no circumstances shall the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share amount of the Purchaser's liability for any and all Breaches and any and all failures to perform any covenant or agreement contained in this Agreement exceed the amount calculated as follows: Escrow Amount, and in the case Share Value times total number of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Shares. (c) No Seller shall have any right of contribution against the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Company or the Purchaser with respect to a claim for indemnification arising from any breach or inaccuracy by the Company of any Fundamental Representations of its representations, warranties, covenants or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;agreements. (d) no Seller The "Escrow Share Value" shall be liable or have any indemnification obligation for equal to the breach average of the last reported sale prices per share of the Purchaser common stock on the NASDAQ National Market over the five consecutive trading days ending two trading days before the Closing Date (subject to equitable adjustment in the event of any representations stock split, stock dividend, reverse stock split or warranty made by any other Seller similar event affecting the Purchaser common stock since the beginning of such five-day period); provided that in Article IV of this Agreementthe event that no trades shall have occurred during such five consecutive trading days, the breach "Escrow Share Value" shall be the average of any covenant of any other Seller the reported sale prices during the immediately preceding five consecutive trading days; and provided, further, that in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) event that no Indemnitor trades shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to occurred during such second five consecutive trading days, the extent ("Escrow Share Value" shall be the average of the "bid" and only to "ask" prices during the extent) such Losses are duplicative of Losses that were included in ten consecutive trading days ending two trading days before the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDate.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim The amount of any Losses for which either Seller or Buyer, as the case may be, is liable under this Article VIII shall be made reduced by the amount of any Indemnitee(sinsurance proceeds actually paid to the Indemnified Party (as defined herein). (b) Seller shall not be required to indemnify any Person under Section 8.2(a) for indemnification an aggregate amount of Losses exceeding $[***] (other than for breaches of the Seller Fundamental Representations and Seller Special Representations). Seller shall not be required to indemnify any Person under Section 8.2(a) for an aggregate amount of Losses exceeding $[***] for breaches of the Seller Special Representations. Seller shall not be required to indemnify any Person under Section 8.2(a) for an aggregate amount of Losses exceeding [***] actually paid to Seller under this Agreement for breaches of the Seller Fundamental Representations. Buyer shall not be required to indemnify any Person under Section 8.3(a) for an aggregate amount of Losses exceeding [***] (other than for breaches of the Buyer Fundamental Representations). Buyer shall not be required to indemnify any Person under Section 8.3(a) for an aggregate amount of Losses exceeding [***] actually paid to Seller under this Agreement for breaches of the Buyer Fundamental Representations. Seller shall not be required to indemnify any Person for any Losses pursuant to Section 11.2(a8.2(a) unless and (other than with respect to the Seller Fundamental Representations) until the aggregate amount of the Buyer Indemnified Parties Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 exceed [***] (the “Threshold AmountBasket”), at which time the Indemnitee(s) Buyer Indemnified Parties shall be entitled to indemnification for recover in accordance with this Agreement all such Losses (including all Losses included within Losses, without regard to the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Basket. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Subject to Section 11.2(a) 8.4(f), 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 a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate matters covered hereunder, including claims relating to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementProducts, the breach of any covenant of any other Seller in this Agreement Transferred Assets, Assumed Liabilities or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingExcluded Liabilities.

Limitations. Notwithstanding anything The Indemnifier's obligations to indemnify the Claimant ----------- pursuant to Section 10.2 or 10.3 shall be subject to the contrary in this Agreementfollowing limitations: (a) no claim may No indemnification shall be required to be made by any Indemnitee(s) for indemnification pursuant to Buyer or Seller as the Indemnifier, as the case may be, under Section 11.2(a) unless and 10.2 or 10.3 until the aggregate amount of Losses for which the Indemnitee(sDamages of Buyer or Seller as Claimant exceeds Two Hundred Fifty Thousand Dollars ($250,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “"THRESHOLD AMOUNT"); provided, however, -------- ------- that when the losses of a Claimant exceed the Threshold Amount”), the Indemnifier shall be liable for the Claimant's aggregate losses of the Threshold Amount and any losses in excess of the Threshold Amount, and provided further that if the losses of one Claimant exceeds the Threshold Amount, the Threshold Amount limitation shall no longer apply to any claim with respect to the losses of the other party hereto as Claimant. In the event of a partial Closing under Section 8.2 hereof, the foregoing limitation shall not apply to any claim by either Buyer or Seller as Claimant for indemnity for Damages sustained by Claimant relating to the wrongful failure by the Indemnifier to consummate the transaction contemplated to occur at which time the Indemnitee(sSubsequent Closing. (b) The Claimant shall be entitled to indemnification only for all such Losses (including all Losses included those Damages arising with respect to any Claim as to which Claimant has given the Indemnifier written notice within the Threshold Amount);appropriate time period set forth in Section 10.1 hereof for such Claim. (bc) All of Buyer's or Seller's Damages sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller as Claimants, as the maximum aggregate indemnification obligation of case may be, or which such party shall be entitled to receive, with respect to the events giving rise to such Damages, and (ii) any tax benefits received by or accruing to such Claimant in connection with such events. Buyer and Seller each Seller for money damages pursuant agrees that subsequent to Section 11.2(aClosing, such party shall look first to recover under its applicable insurance policies, if any, prior to seeking indemnity as Claimant from the other party hereto as Indemnifier. (d) In no event shall Claimant's right to indemnity exceed Twelve Million Dollars ($12,000,000), other than with respect to a claim Claimant's right to indemnity for indemnification arising from any breach or inaccuracy claims of any Fundamental Representations, shall be limited to (i) in fraud on the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share part of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller Indemnifier in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to Agreement or the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.transactions contemplated hereby..

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding any provision of this Agreement to the contrary, the Stockholder shall have no claim may obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"). Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be made entitled to recover the full amount of all such Losses in excess of the Threshold. (b) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of the Stockholder to the Buyer Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant, Buyer nor Note Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses hereunder in the aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by any Indemnitee(s) for indemnification pursuant Mirant, Buyer or Note Buyer of their obligation to Section 11.2(a) unless pay, or directly or indirectly resulting in the failure of Mirant, Buyer and until Note Buyer to pay, the Purchase Price under this Agreement, shall not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of Losses in excess of the Threshold. (d) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant, Buyer and Note Buyer to the Stockholder Indemnitees for which all claims arising under this Agreement and the Indemnitee(sother Transaction Documents equals ten percent (10%) seeks of the Purchase Price; provided, however, that Mirant's, Buyer's and Note Buyer's liability for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant, Buyer and Note Buyer to pay, the Purchase Price shall not be indemnified pursuant subject to Section 11.2(asuch limitation. (e) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) No Indemnitee shall be entitled to indemnification under this Article 5 for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case directly or indirectly caused by a willful or negligent act of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, Indemnitee or a breach by such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy Indemnitee of any Fundamental Representations representation, warranty, covenant or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the actions Stockholder, the Companies, the Holding Subsidiaries, the Partnership or inaction any of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right their respective Affiliates prior to indemnification pursuant to Section 11.2(e) with respect to any Losses the Closing, to the extent (and only that the Buyer Indemnitees actually receive such insurance proceeds to the extent) cover such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLosses.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Seller shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a10.02(a) unless or Section 10.02(b) for any inaccuracy in or breach of any of the representations and warranties, of Seller in this Agreement until such time as the aggregate total amount of Losses for all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitee(s) seeks Indemnitees has or have otherwise become subject, exceeds an amount equal to be indemnified pursuant to Section 11.2(a) exceeds U.S. $50,000 100,000 (the “Threshold AmountDeductible”)) in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, at which time then the Indemnitee(s) Indemnitees shall be entitled to indemnification be indemnified against and compensated and reimbursed only for all such Losses (including all Losses included within Damages that are in excess of the Threshold AmountDeductible);. (b) Subject to Section 10.03(c), the maximum aggregate liability of Seller under this Article 10 shall be equal to the Indemnity Escrow Fund, except in the event of fraud or willful or intentional misrepresentation by Seller or any of its Representatives. (c) Absent fraud or willful or intentional misrepresentation, the indemnification obligation of each Seller for money damages pursuant provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 11.2(a), other than 10.03(c) or elsewhere in this Agreement shall affect the parties’ rights to specific performance with respect to a claim for indemnification arising from any breach the covenants referred to in this Agreement or inaccuracy to be performed after the Closing). (d) Payments by Seller in respect of any Fundamental Representations, Damages shall be limited to the amount of any Damages that remain after deducting therefrom (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration amounts actually received by such Seller Indemnitee pursuant to this Agreement; the terms of the insurance policies (dif any) no Seller shall be liable or have any indemnification obligation for the breach covering such Damages (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any representations or warranty made by such insurance proceeds) and (ii) any other Seller Damages taken into account in Article IV determining Working Capital (with the intent of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right provision to indemnification pursuant merely be to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingavoid “double counting”).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Except for a Warranty Breach with respect to a Fundamental Representation and Warranty or for Losses resulting from Fraud (“Fraud Claims”), if any Indemnitee(sindividual Claim or series of related Claims (if such Claim or series of related Claims arise out of the same or similar facts or circumstances) for indemnification pursuant by the Buyer Indemnified Parties that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 11.2(a9.2 results in Losses that do not exceed $100,000 (each a “De Minimis Loss”) unless then such De Minimis Losses will not be deemed to be Losses under this Agreement and until will not be eligible for indemnification under this Article 9. For purposes of clarity, if any individual Claim or series of related Claims (if such Claim or series of related Claims arise out of the aggregate amount same or similar facts or circumstances) for indemnification by Buyer that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 9.2 results in Losses that equal or exceed $100,000, then no portion of such Losses shall be considered a De Minimis Loss. (b) Except for which a Warranty Breach with respect to Fundamental Representations and Warranties and Fraud Claims, the Indemnitee(s) seeks Buyer Indemnified Parties will be entitled to be indemnified pursuant to Section 11.2(a9.2 for Losses incurred for any Warranty Breach (excluding any De Minimis Loss) exceeds $50,000 (only if and to the “Threshold Amount”), at which time extent that the Indemnitee(s) shall be entitled to indemnification for aggregate amount of all such Losses (including all Losses included within the Threshold Amount);exceeds $4,125,000. (bc) the maximum aggregate indemnification obligation of each Seller Except for money damages pursuant to Section 11.2(a), other than a Warranty Breach with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental RepresentationsRepresentation and Warranties and Fraud Claims, shall Seller’s liability to the Buyer Indemnified Parties under Section 9.2(a) will be limited to limited, in the aggregate, (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of to the Escrow Amount plus the Earnout Payment (if any); (cii) the maximum aggregate indemnification obligation 10% of each any amounts payable by Buyer to Seller for money damages pursuant to Section 11.2(a) with respect to a claim 2.4. Under no circumstance will Seller’s liability for indemnification any Losses arising from any breach out of or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant relating to this Agreement;Agreement (including in respect of Fraud) exceed the Purchase Price. (d) no Seller shall No indemnifying Person will be liable for any Losses that are subject to indemnification under Sections 9.2 or have any 9.3 unless a written demand for indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the date pursuant to Section 9.1 on which the survival period of the applicable representations and warranties or covenants expires, to assert a Claim for indemnification describing such Claim in reasonable detail, including the actions or inaction of factual circumstances giving rise to and the provisions under this Agreement on which such Claim is based. Notwithstanding the foregoing, any other Seller in connection with Claim for indemnification under this Agreement; andAgreement that is duly brought prior to such time will survive until such matter is resolved. (e) Notwithstanding anything to the contrary contained in this Agreement, under no Indemnitor shall circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, and to the extent a Party or any of its Affiliates is compensated for a matter through the adjustments provided for in Section 2.3, such Party and its Affiliates will not have any a separate right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) for such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingmatter.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The Escrow Agreement is intended to fund and secure the indemnification obligations of the Megan Stockholders under this Agreement, and, to the extent set forth in Section 8.6(d), the indemnification obligations of the Principal Stockholders under the Principal Stockholders Agreement. The rights of AVANT under this Article 8 shall be made limited to the Escrow Shares and the Escrow Agreement shall be the exclusive means for AVANT to enforce such rights. Notwithstanding the foregoing, the rights of AVANT under the Principal Stockholders Agreement shall not be limited to the Escrow Shares and the Escrow Agreement shall not be the exclusive means for AVANT to enforce such rights. (b) No Megan Stockholder shall have any right of contribution against Megan or the Surviving Corporation with respect to any breach by Megan of any Indemnitee(sof its representations, warranties, covenants or agreements. (c) The Megan Stockholders shall not have any liability for indemnification pursuant with respect to any matter described in Section 11.2(a8.1, (i) unless and until the aggregate amount of Losses for which all such claims against the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) Megan Stockholders exceeds $50,000 (the “Threshold Amount”)50,000, at which time the Indemnitee(sMegan Stockholders shall be required to indemnify the AVANT Indemnified Parties for all Damages (up to the limitation of subparagraph (ii) hereof) relating to such claims (the "Indemnity Threshold"), and (ii) for any Damages in excess of $2,500,000 (the "Indemnity Cap"); PROVIDED, HOWEVER, that indemnification claims relating to matters described in Sections 8.1(b) and 8.1(c) shall not be entitled subject to indemnification for all such Losses (including all Losses included within the Indemnity Threshold. Indemnification claims relating to matters described in Section 8.2 shall not be subject to either the Indemnity Threshold Amount); (b) or the maximum aggregate indemnification obligation of each Seller for money damages pursuant Indemnity Cap, but shall be subject to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i8.6(d) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;below. (d) no Seller The use of the Escrow Shares to satisfy claims and pay expenses under this Agreement and the Principal Stockholders Agreement is subject to the following provisions: (i) Until the Indemnification Expiration Date, the maximum number of Escrow Shares that may be used or set aside for satisfaction of indemnification claims relating to matters described in Section 8.2 and indemnification claims made under the Principal Stockholders Agreement shall be liable 50% of the Escrow Shares; (ii) If on the Indemnification Expiration Date, there are any Escrow Shares remaining in escrow which have not been used or have any set aside for satisfaction of indemnification obligation for the breach of any representations or warranty claims made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in under this Agreement or the Principal Stockholders Agreement, then such shares may be used or set aside for satisfaction of indemnification claims relating to matters described in Section 8.2 and claims made under the actions Principal Stockholders Agreement regardless of the total number of Escrow Shares used or inaction of set aside to satisfy such claims prior to such time; (iii) If after giving effect to (d)(ii) above, there are any other Seller Escrow Shares remaining in connection with this escrow, and the Principal Stockholders have made direct payments to AVANT under the Principal Stockholders Agreement, then the Principal Stockholders shall have the right to such remaining Escrow Shares to the extent necessary to reimburse themselves; (iv) If after giving effect to (d)(ii) and (d)(iii) above, there are any Escrow Shares remaining in escrow and the Principal Stockholders have incurred expenses in defending claims made by third parties against AVANT Indemnified Parties under the Pri ncipal Stockholders Agreement, then the Principal Stockholders shall have the right to such remaining Escrow Shares to the extent necessary to reimburse themselves; and (ev) no Indemnitor If after giving effect to (d)(ii), d(iii) and (d)(iv) above, there are any Escrow Shares remaining in escrow and the Principal Stockholders have directly paid some of the expenses of the Stockholders' Representatives after the Expense Account was depleted, then the Principal Stockholders shall have any the right to indemnification pursuant to Section 11.2(e) with respect to any Losses such remaining Escrow Shares to the extent (and only necessary to the extent) reimburse themselves for such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingexpenses.

Limitations. Notwithstanding anything Subject to the contrary in terms of this AgreementAgreement unless otherwise agreed by the Facility Agent and the Banks: (a) no claim Utilisation of any Facility may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until before the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount)Unconditional Date; (b) the maximum aggregate indemnification obligation of each Seller for money damages Tranche 1A Utilisations may be made only by Bidco and/or (upon it becoming a Borrower pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from Borrower Accession Agreement) the Target or any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Subsidiary of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)Target; (c) the maximum aggregate indemnification obligation of each Seller for money damages Tranche 1B Utilisations may be made only by Bidco and/or (upon it becoming a Borrower pursuant to Section 11.2(aa Borrower Accession Agreement) with respect to a claim for indemnification arising from the Target or any breach or inaccuracy Subsidiary of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this AgreementTarget; (d) no Seller without prejudice to the provisions of Clause 10.4(d), Bidco will use its reasonable endeavours to ensure that the number of additional Utilisations shall be liable controlled and that no more than 20 Tranche 1A and five Tranche 1B Utilisations are made; (e) the aggregate Original Sterling Amount of the outstanding Tranche 2 Utilisations at any time may not exceed the Tranche 2 Commitments then in effect; (f) no Tranche 2 Utilisation may be made before there has been (or have unless there is on the same day occurring) a drawing of the Tranche 1 Commitments and no more than 10 Tranche 2 Advances may be outstanding at any indemnification obligation time; (g) (Pounds)200,000,000 of the Tranche 2 Commitments shall not be capable of being drawn other than (i) by way of Documentary Credit in favour of lessors (or by way of Documentary Credit as a counter indemnity to banks with outstanding guarantees, indemnities or letters of credit in favour of lessors) in relation to the lease and/or cross-border lease facilities in favour of Peterborough Power, Ltd referred to in the Borrowings List, and/or (ii) by way of Advance the proceeds of which are applied to cash collateralise obligations to such lessors in respect of such leases and/or to such banks in respect of such outstanding guarantees, indemnities or letters of credit in favour of such lessors (and accordingly unless and until such amount is drawn for that purpose or cancelled it shall remain undrawn but available for drawing upon and subject to the breach of any representations or warranty made by any other Seller in Article IV terms of this Agreement, ); (h) prior to the breach of Asset Split occurring Bidco shall not make any covenant of any other Seller in this Agreement or Tranche 1B Utilisation unless the entire proceeds are applied for the actions or inaction of any other Seller purpose specified in connection with this AgreementClause 3.1(a)(ii)(B); and (ei) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses prior to the extent Asset Split occurring, Bidco shall not itself make Tranche 2 Utilisations outstanding at any time of an aggregate Original Sterling Amount in excess of (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingPounds)50,000,000.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Sellers shall not be made by required to indemnify any Indemnitee(s) Buyer Indemnified Party under Section 6.1 for indemnification pursuant to Section 11.2(a) unless breaches of representations and warranties until the aggregate amount of Losses for which Damages, individually or in the Indemnitee(s) seeks to be indemnified pursuant to aggregate, incurred by the Buyer Indemnified Parties under Section 11.2(a) exceeds 6.1 exceed $50,000 25,000 (the “Threshold AmountSeller De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Buyer shall accumulate until such time or times that such accumulated Damages incurred by the Buyer Indemnified Parties exceed the Seller De Minimis, at which time whereupon the Indemnitee(s) Buyer Indemnified Parties shall be entitled to indemnification from Seller as provided in Section 6.1 for all such Losses (including all Losses included within Damages incurred by the Threshold Amount);Buyer Indemnified Parties in excess of the Seller De Minimis. (b) Buyer shall not be required to indemnify any Seller Indemnified Party under Section 6.2 for breaches of its representations and warranties until the maximum aggregate indemnification obligation Damages, individually or in the aggregate, incurred by Seller Indemnified Parties under Section 6.2 exceed $25,000 (the “Buyer De Minimis”); it being agreed and understood that all Damages for breaches of each representations and warranties incurred by Seller for money damages pursuant to Section 11.2(a)Indemnified Parties shall accumulate until such time or times that such accumulated Damages incurred by Seller Indemnified Parties exceed the Buyer De Minimis, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, whereupon the Seller Indemnified Parties shall be limited entitled to (i) indemnification from Buyer as provided in Section 6.2 for all such Damages incurred by the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Seller Indemnified Parties in excess of the Escrow Amount, and in Buyer De Minimis. Notwithstanding the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.foregoing,

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim , the maximum amount of indemnifiable Losses that may be made by any Indemnitee(srecovered (A) for indemnification pursuant to Section 11.2(a7.1(a) unless shall be, and until the Holders’ recourse with respect to such Losses shall be limited to, an aggregate amount of Losses for which the Indemnitee(sequal to $1,500,000; (B) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s7.1(b) shall be entitled be, and the Holders’ recourse with respect to indemnification for all such Losses shall be limited to, an aggregate amount equal to $2,000,000; and (including all C) pursuant to Section 7.1(c) shall be, and the Holders’ recourse with respect to such Losses included within the Threshold Amount);shall be limited to, an aggregate amount equal to $2,000,000. (b) The amount of Losses recoverable by Acquiror under this ARTICLE VII shall be reduced by the maximum aggregate indemnification obligation amount of each Seller for money damages any insurance proceeds (other than proceeds received pursuant to Section 11.2(athe R&W Insurance Policy), indemnification payments and other than third-party recoveries that the Acquiror or its Affiliates actually received with respect to a claim for the circumstance or event giving rise to such indemnification arising from obligation, less any breach costs and expenses incurred by Acquiror or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller its Affiliates in connection with this Agreement; and obtaining such recovery (eincluding any attorneys’ fees and expenses) no Indemnitor and less any applicable associated increased premiums or similar increased costs. In the event that any such insurance proceeds, indemnification payments or other third-party recoveries are obtained, received or realized by Acquiror or its Affiliates subsequent to receipt by Acquiror of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification payments or other third-party recoveries relate, appropriate refunds shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses be made promptly to the extent (and only to Stockholder Representative by Acquiror or its relevant Affiliate of all or the extent) relevant portion of such Losses are duplicative indemnification payment; provided, however, that if any such refund is made as a result of Losses that were included the foregoing, such amount shall not be considered a Loss for purposes of the amounts set forth in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingSection 7.2(a).

Limitations. (i) Notwithstanding anything to the contrary in this Agreement: (aA) no Indemnitee shall be entitled to a claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a6.2(a)(i) with respect to the matter set forth on Schedule 6.2(b)(i)(A) (the “Specified Matter”) unless and until the aggregate amount of all Losses for which under all claims of all Indemnitees with respect to the Indemnitee(sSpecified Matter (“Specified Losses”) seeks to be indemnified pursuant to Section 11.2(a) exceeds shall exceed $50,000 3,000,000 (the “Threshold AmountSpecified Basket”), at which time all Specified Losses incurred shall be subject to indemnification hereunder including the Indemnitee(samount of the Specified Basket; (B) other than as provided in Section 6.2(b)(i)(A), no Indemnitee shall be entitled to a claim for indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), 6.2(a)(i) (other than with respect to a claim any Fundamental Representations or the Tax Rep) unless and until the aggregate amount of all Losses under all claims of all Indemnitees for all such breaches pursuant to Section 6.2(a)(i) (other than with respect to any Fundamental Representations or the Tax Rep) shall exceed $3,000,000 (the “Primary Basket”), at which time all Losses incurred shall be subject to indemnification arising from any breach or inaccuracy hereunder including the amount of the Primary Basket, provided that only fifty percent (50%) of any Fundamental RepresentationsSpecified Losses, up to a maximum of $1,500,000, shall be limited included for purposes of calculating whether Losses exceed the Primary Basket; (C) the Indemnifying Parties shall not be obligated to indemnify Indemnitees for any individual Loss or series of related losses which equal an amount of less than $50,000 (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any“Mini-Basket”); (cD) (x) the maximum Indemnifying Holders’ aggregate indemnification obligation of each Seller Liability for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e6.2(a)(i) (other than with respect to any Losses Fundamental Representations and with respect to the extent IP Rep and Tax Rep as provided in Section 6.2(b)(i)(E) and Section 6.2(b)(i)(F) below) shall not exceed the Escrow Amount (the “General Cap”), and only any Loss Amounts that any Indemnitee is entitled to recover pursuant to Section 6.2(a)(i) above shall be payable solely from the extent) such Losses are duplicative of Losses that were included Escrow Fund in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.accordance with Section 6.3 (

Limitations. (a) Subject to the provisions of this Article X, in the case of a claim with respect to any of the Company Representation Indemnities or the Special Indemnities, the Indemnifying Parties shall be severally (for such Indemnifying Party’s pro rata portion based on his, her or its Applicable Percentage) and not jointly liable for any Damages resulting therefrom up to an aggregate amount, (i) in the case of Company Representation Indemnities, equal to the Indemnification General Amount and, (ii) in the case of the Special Indemnities listed as Items 1 and 2 on Section 10.2(f) of the Company Disclosure Letter, equal to the Indemnification Special Amount. Recovery from the Indemnification Escrow Account and recourse to the R&W Insurance Policy shall be the sole and exclusive remedies under this Agreement for claims in respect of such matters for indemnification, compensation or reimbursement against the Indemnifying Parties. (b) In the case of (i) any failure of the Fundamental Representations to be true and correct as set forth in Section 10.2(a) and (ii) any failure of any claim for indemnification, compensation or reimbursement made pursuant to Section 10.2(b)-(e) or Section 10.2(f) with respect to Item 3 on Section 10.2(f) of the Company Disclosure Letter, each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s pro rata portion of any Damages resulting therefrom up to an amount equal to (i) the aggregate amount of cash paid to such Indemnifying Party pursuant to Article III, inclusive of contributions to the Indemnification Escrow Account, plus (ii) the aggregate number of shares of Parent Common Stock (if any) received by such Indemnifying Party pursuant to Article III, inclusive of contributions to the Indemnification Escrow Account. (c) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Indemnifying Party who committed Fraud in connection with this Agreement or the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained herein, except for any claims of Fraud that are asserted against the Person who committed such Fraud (“Individual Fraud”), the Indemnified Party shall be required to first seek recourse to the Indemnification Escrow Account and the R&W Insurance Policy for all indemnifiable Damages prior to seeking further indemnification recourse directly against the Indemnifying Parties. (e) No Indemnified Party shall be entitled to double recovery for any adjustments to the Merger Consideration provided for hereunder or for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any party be liable to the other for any punitive, speculative or remote damages or any damages that are not the reasonably foreseeable consequence of any breach or inaccuracy contained in this Agreement, the Company Disclosure Letter, or any certificate, document or agreement contemplated by or required to be delivered pursuant to this Agreement. (g) The rights to indemnification, compensation or reimbursement set forth in this Agreement based on the representations, warranties, covenants, agreements and obligations set forth herein shall not be affected by any investigation conducted by Parent, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the date hereof or the Closing Date), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement or obligation. (h) The parties acknowledge the applicability of the common law duty to mitigate Damages. In respect of any indemnifiable Damages covered by insurance, each Indemnified Party shall use commercially reasonable efforts to seek recovery under such insurance. (i) Notwithstanding anything to the contrary in this Agreement: (a) , the Company Equity Holders shall have no claim may be made by any Indemnitee(sindemnification obligations under Section 10.2(a) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share any Taxes of the Escrow Amount, and in Company resulting from transactions (other than any transactions contemplated by this Agreement) occurring on the case Closing Date after the Closing that are outside the ordinary course of Jadevaia, such Seller’s Pro Rata Share business of the Escrow Amount plus Company, (ii) any Taxes of the Earnout Payment Company for taxable periods beginning after the Closing Date (if anyother than Taxes attributable to any failure of any representation or warranty contained in Sections 5.6(c); , 5.6(f), 5.6(j), 5.6(m), or 5.6(n) to be true and correct, of which failure Parent is not aware as of the Closing), (ciii) the maximum aggregate indemnification obligation inability of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementParent, the breach Surviving Company or any of their Affiliates to utilize any covenant Tax assets or Tax attributes of the Company in taxable periods beginning after the Closing Date, or (iv) any other Seller Taxes taken into account in this Agreement determining the Tax Liability Amount or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingCapital.

Limitations. Notwithstanding anything Other than Article VII Damages arising with respect to the contrary representations and warranties of the Stockholders in this Agreement: Section 3.17(b) and the covenant of the Stockholders in Section 5.6 (a) no claim hereafter referred to as the "Unlimited Damages"), neither the Stockholders nor the Buyer, as the case may be, will be made obligated to indemnify, defend or hold the other party harmless with respect to any Article VII Damages asserted by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and it until such damages exceed the sum of $50,000 in the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”"Threshold"), at which time the Indemnitee(s) and then indemnification shall be entitled to indemnification for the extent of all such Losses (including all Losses included within Article VII Damages above the Threshold Amount); amount. In determining the Threshold, there should be included, with respect to the Stockholders' obligations hereunder, all damages under Article VI of the WSB Stock Agreement (bother than Unlimited Damages as defined therein) and all damages under Article VII of the maximum aggregate indemnification obligation of each Seller for money Enterprises Asset Agreement (other than Unlimited Damages as defined therein) suffered by the Buyer (collectively, along with the Article VII damages pursuant to Section 11.2(a)hereunder, other than with respect Unlimited Damages, hereinafter referred to as the "Buyer's Aggregate Damages"). In no event shall the Buyer's Aggregate Damages exclusive of the Unlimited Damages under this Article, Article VI of the WSB Stock Agreement and Article VII of the Enterprises Asset Agreement for purposes of indemnification of the Buyer exceed a claim for indemnification arising from any breach or inaccuracy limit (the "Damages Limit") of any Fundamental Representations, shall be limited $3,000,000 (the "Cash Portion") plus the shares of Common Stock of the Buyer and options to purchase shares of Common Stock of the Buyer issued to the Stockholders (such shares and options collectively referred to as the "Equity Portion of the Damages Limit"). Buyer and the Stockholders agree that (i) all Unlimited Damages shall be paid in cash; (ii) payment of the case Buyer's Aggregate Damages shall be first made in cash up to the Cash Portion and then in Equity and (iii) payment of ▇▇▇▇ the Buyer's Aggregate Damages shall be sought first from the Stockholders and then Enterprises and the stockholders parties to the Enterprises Asset Agreement before Buyer requires payment from the stockholder of WSB of Buyer's Aggregate Damages with the cash payments of Buyer's Aggregate Damages pursuant to this Agreement and the Enterprises Asset Agreement to be credited to the Buyer's Aggregate Damages. In no event shall Buyer require payment of the Equity Portion of the Damages Limit from the ESOP Plan and Trust, WS Senior or ▇▇▇▇▇▇▇ ▇▇▇▇. For the purposes of this Section 7.6, such Seller’s Pro Rata Share shares of Common Stock of the Escrow Amount, and in Buyer shall be valued at the case of Jadevaia, such Seller’s Pro Rata Share average of the Escrow Amount plus closing sales price of a share of Common Stock for the Earnout Payment sixty day period immediately preceding the date the amount of indemnification is conclusively determined hereunder on the National Market System of the National Association of Securities Dealers Automated Quotation Systems ("NASDAQ") or if any); (c) the maximum aggregate indemnification obligation Common Stock is then listed on one or more national stock exchanges, the closing sales price for such sixty day period on the exchange with largest number of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach issuers whose shares are listed thereon. If the shares are not then listed on NASDAQ or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) an exchange, the value shall be limited in the aggregate average of the high bid and low asked price for such sixty day period for the shares on the over-the-counter Bulletin Board maintained by the NASD. The value of the Options or Additional Options as of the date of the conclusive determination of the amount to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller be indemnified shall be liable determined by an investment banker with experience in valuing options mutually designated by the Indemnified Party or have any indemnification obligation for Parties and the breach of any representations Indemnifying Party or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingParties.

Limitations. Notwithstanding anything All obligations of Sellers under this Section 11.2 are subject to the contrary in this Agreementeach applicable limitation below: (ai) In no claim may event will: (A) the aggregate amount of indemnification paid by Sellers for all Sellers Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price; (B) the aggregate amount of indemnification paid by Sellers for all Sellers Indemnifiable Matters owed to Purchaser Indemnitees under Section 11.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) exceed $2,500,000; and (C) any payment for Seller Indemnifiable Matters under Section 11.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) be made by to any Indemnitee(s) for indemnification pursuant to Section 11.2(a) Purchaser Indemnitee unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than payments owed by Sellers with respect to a claim for indemnification all such Claims equals at least $75,000, in which case all such Claims shall be paid from the first dollar; provided, however, that in no event will any of the Limitations apply to any Losses arising from out of or relating to any breach fraud, intentional misrepresentation, willful breach, or inaccuracy willful misconduct on the part of the Company, any Seller, or any Representative of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller foregoing in connection with this Agreement; and, any Transaction Document, or any Contemplated Transaction. (eii) no Indemnitor shall have Subject to the Limitations, each Seller will be jointly and severally liable to Purchaser Indemnitees for any right and all Sellers Indemnifiable Matters. (iii) Subject to the Limitations and Section 11.11, all indemnification pursuant payments required to Section 11.2(e) with respect be made to any Purchaser Indemnitee in respect of Sellers Indemnifiable Matters by Sellers will be: first, at Purchaser’s sole and absolute discretion, offset by Purchaser against the Holdback Amount or the Deferred Purchase Price, in the chronological order of such payments; and second, in cash by Sellers. (iv) For purposes of calculating the amount of Losses to which an Indemnified Person is entitled under this Article XI for Sellers Indemnifiable Matters, the extent terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality scrape will not (A) affect any “knowledge” qualifiers, or (B) apply to limit any list within representations and only to the extent) such Losses are duplicative warranties calling for scheduling of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing“material” items.

Limitations. Notwithstanding anything (1) No amount will be payable to the contrary Buyer Indemnified Parties in this Agreement: (a) no claim may be made by any Indemnitee(s) satisfaction of claims for indemnification pursuant to Section 11.2(aSections 8.2(a)(1), (2), (5) or (6) unless (A) the particular Loss suffered by a Buyer Indemnified Parties or a Company Entity, as applicable, exceeds $10,000 (each such Loss exceeding such threshold, a “Qualifying Loss”), and until (B) the aggregate amount of all Losses for which of the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) Buyer Indemnified Parties or the Company Entities, as applicable, arising therefrom exceeds $50,000 250,000 (the “Threshold AmountThreshold”), at which time Sellers will indemnify the Indemnitee(s) shall be entitled to indemnification Buyer Indemnified Parties for the amount of all such Losses of the Buyer Indemnified Parties or the Company Entities, as applicable, in excess of the Threshold, up to an aggregate amount not to exceed the Indemnity Escrow Amount (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a“Cap”), other than with respect to a claim for indemnification Losses arising from any Fraud or a breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Representation. (c2) The aggregate amount of all Losses that Sellers must indemnify the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification Buyer Indemnified Parties for, other than any Losses arising from any a breach or inaccuracy of any Fundamental Representations Representation or with respect to Fraud, shall not exceed the Cap. The aggregate amount of all Losses that Sellers must indemnify the Buyer Indemnified Parties for any Losses arising from a breach or inaccuracy of any Fundamental Representation, other than with respect to Fraud, shall not exceed the Purchase Price (including any Earn-Out Payment actually earned pursuant to Sections 11.2(b)-(eSection 1.3). (3) The aggregate liability of the Sellers for Losses that any Company Entity may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with indemnification claims arising out of Section 8.2(a) shall be limited equal to the percentage that Buyer or its Affiliates (other than any Company Entity) own in the aggregate Company at the time of such Loss, with such Losses payable by the Sellers to the consideration actually received Buyer or its Affiliates, as applicable, subject to the other limitations included in this ARTICLE VIII. To the extent that such Loss is suffered directly by such Seller pursuant to this Agreement; Buyer or its Affiliates (d) no Seller other than any Company Entity), the aggregate liability of the Sellers shall be liable or have any indemnification obligation for 100%, subject to the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller limitations included in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingARTICLE VIII.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(i) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(i) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of $25,000 (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement:, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have no right to indemnification for any Losses for which the Purchaser Indemnified Parties are entitled pursuant to Section 7.2(i) or the Seller Indemnified Parties are entitled pursuant to Section 7.3(i), as applicable, with respect to, and the amount of Losses for purposes of determining whether the Deductible has been reached shall exclude, any Losses attributable to any individual claim (or series of claims arising from the same events, facts or circumstances) that is indemnifiable under Section 7.2(i) or Section 7.3(i) unless such Losses exceed $10,000 (including the costs of defense thereof, including attorneys’ fees and experts fees and other disbursements), whereupon, subject to the terms, conditions and limitations set forth in this Agreement (including the Deductible and the Cap), the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be indemnified for such Losses. (ac) no claim may Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(i) or Section 7.3(i), as applicable, shall not exceed $400,000 (the “Cap”). (d) Notwithstanding the foregoing, the limitations set forth in Section 7.5(a)-(b) shall not apply to Losses resulting from any inaccuracy in or breach of any Fundamental Representation. (e) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of (i) any Tax Benefit realized as a result of, and as a result of the circumstances giving rise to, such Loss by the Indemnified Party and (ii) any amounts recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it that was not taken into account at the time the indemnification payment was made, the Indemnified Party shall promptly pay over to the Seller the amount of such Tax Benefit at such time or times as, and to the extent that, such Tax Benefit is realized by the Indemnified Party, but not in excess of the amount of the related indemnification payment. In the event that an insurance or other recovery is made by any Indemnitee(s) Indemnified Party with respect to any Loss for indemnification pursuant which any such Person has been indemnified hereunder, then a refund equal to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) recovery shall be entitled promptly made to indemnification for all such Losses (including all Losses included within the Threshold Amount);applicable Indemnifying Party. (bf) the maximum aggregate indemnification obligation of each Seller In no event shall any Indemnifying Party be liable to any Indemnified Party for money damages pursuant to Section 11.2(a)any punitive damages, other than with indemnification for amounts paid or payable to third parties in respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental RepresentationsThird Party Claim for which indemnification hereunder is otherwise required. (g) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially 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, provided that any costs of such mitigation shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingindemnified hereunder.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding any provision of this Agreement to the contrary, no claim may party shall have any obligation to indemnify any person entitled to indemnity under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount attributable to all Claims and obligors in excess of Fifty Thousand Dollars ($50,000) (the "THRESHOLD"), except claims arising from any breach of the representations and warranties contained in Section 2.21 (Taxes) shall not be made by any Indemnitee(s) for indemnification pursuant subject to Section 11.2(a) unless and until the Threshold. Once the aggregate amount of Losses for which exceeds the Indemnitee(s) seeks Threshold, persons entitled to recovery shall be indemnified pursuant entitled to Section 11.2(a) exceeds $50,000 (recover the “Threshold Amount”), at which time full amount of all Losses in excess of the Indemnitee(s) Threshold. No person shall be entitled to indemnification under this Article 5 for all Losses directly or indirectly caused by a breach by such Losses (including all Losses included within person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the Threshold Amount);potential Indemnitor. (b) the The maximum aggregate indemnification obligation liability of each Seller for money damages pursuant the Stockholder and Dowe▇▇ ▇▇ the one hand, to Buyer, and Buyer, on the other hand to the Stockholder and Dowe▇▇, ▇▇r all claims arising under this Agreement and the other Transaction Documents shall equal the aggregate Purchase Price. All claims of Buyer against the Stockholder and Dowe▇▇ ▇▇▇sing under this Agreement and the other Transaction Documents shall be settled first by offset against the Note. The amount of any such claim over and above the amount available by offset against the Note shall be paid either in cash or in Shares, at the option of the Stockholder and Dowe▇▇. ▇▇r purposes of this Section 11.2(a5.6(b), other than with respect to a claim for indemnification arising from any breach or inaccuracy the value of any Fundamental Representations, Shares received shall be limited to (i) prior to the IPO, the per share Agreed Price (as defined in the case of ▇▇▇▇ Stockholder Agreement) then prevailing; and ▇▇▇▇▇▇▇▇▇▇(ii) after the IPO, the per share closing price on the primary exchange or market on which the Common Stock is traded on the date such Seller’s Pro Rata Share of indemnifiable Losses become payable, except that the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy value of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall Shares sold in bona fide third party transactions will be limited in the aggregate gross proceeds to the consideration actually received by Stockholder of such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingsale.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No claim may be made by any Indemnitee(s) Buyer Indemnified Party for indemnification pursuant to Section 11.2(a10.2(c) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks Buyer Indemnified Parties are otherwise entitled to be indemnified pursuant to Section 11.2(a10.2(c) exceeds $50,000 (the “Threshold Amount”), 250,000 at which time the Indemnitee(s) Buyer Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within such amount). No claim may be made by the Threshold AmountMember Representative or any Members Indemnified Party for indemnification pursuant to Section 10.4(b) unless and until the aggregate amount of Losses for which the Members Indemnified Parties are otherwise entitled to be indemnified pursuant to Section 10.4(b) exceeds $250,000 at which time the Members Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within such amount); (b) the maximum . The aggregate indemnification obligation of each Seller for money damages Member pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations10.2, shall be limited to the Purchase Price actually received by such Member, including its respective Percentage Shares of the Adjustment Escrow Amount, the Indemnification Escrow Amount and Representative Reserve Amount actually received (the “Cap”), and no Member shall be liable to any Buyer Indemnified Party in excess of such amount. Subject to the limitations set forth in this Section 10.5, the aggregate indemnification obligation of the Members pursuant to Section 10.2(c) shall be in its entirety limited to recovery from the Indemnification Escrow Amount held by the Escrow Agent pursuant to Section 1.4(a) (or, with respect to obligations of Management Holdco prior to the funding the Indemnification Escrow Amount on behalf of Management Holdco pursuant to Section 1.4(c), via offset by Buyer against any subsequent Post-Closing Management Holdco Payments pursuant to Section 1.4(c)), and each Member’s indemnification obligation for any claim against all Members pursuant to Section 10.2(c) shall be in its entirety limited to such Member’s Percentage Share of such claim (not to exceed such Member’s remaining portion of the Indemnification Escrow Amount (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)). Notwithstanding any term to the contrary in this Agreement, (i) the Indemnification Escrow Amount shall only be available to satisfy (x) the indemnity obligations of the Members set forth in Section 10.2(c) (and, with respect to each Member’s liability with respect to any claim pursuant to Section 10.2(c), solely up to such Member’s remaining portion of the Indemnification Escrow Amount (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)) and (y) DB1/ 124297106.28 88 at the sole option of Buyer, the indemnification obligations of the Blocker Members set forth in Section 10.3 based on the Blocker Members’ Percentage Shares of the Indemnification Escrow Amount (solely up to such Blocker Member’s remaining portion of the Indemnification Escrow Amount) and (ii) the indemnity obligations set forth in Section 10.2(b) shall be satisfied directly by the breaching Member that gave rise to such indemnity obligations. Buyer shall be entitled to satisfy indemnification obligations of the Blocker Members set forth in Section 10.3 at its option either from the Indemnification Escrow Amount based on the Blocker Members’ Percentage Shares of the Indemnification Escrow Amount (solely up to such Blocker Member’s remaining portion of the Indemnification Escrow Amount) or directly from the breaching Blocker Member that gave rise to such indemnity obligations or a combination thereof. Subject to the limitations set forth in this Section 10.5, the aggregate indemnification obligation of Buyer and Parent, collectively: (i) pursuant to Section 10.4, shall be limited to the aggregate amount of the Cap for all Members. (ii) in respect of the representations and warranties of Parent and Buyer (other than the Fundamental Representations of Buyer and Parent) set forth in this Agreement shall be limited to the initial amount of the Indemnification Escrow Amount (valued at the Parent Share Value) (assuming for this purpose that Management Holdco’s portion of the Indemnification Escrow Amount has been fully funded pursuant to Section 1.4(c)). With respect to Losses that are indemnifiable under Section 10.2(b) (a “Buyer Claim”), in the event that Buyer’s legal counsel has not concluded, acting reasonably, that such Buyer Claim is excluded from coverage under the R&W Insurance Policy, then Buyer shall use reasonable efforts to promptly make such claim under the R&W Insurance Policy; provided that such efforts shall not prevent Buyer from obtaining (or limit or delay Buyer’s rights to obtain) recovery directly against the Indemnification ▇▇▇▇▇▇ Amount. For the avoidance of doubt, in the event that any Buyer Indemnified Party receives any recovery for Losses under the R&W Insurance Policy for any Buyer Claim where such Buyer Indemnified Party has already received payment from the Indemnification Escrow Amount or the Members, then the Buyer Indemnified Parties shall make reimbursements to the Members pursuant to Section 10.5(h). The amount for which the Members or Parent and Buyer (the “Indemnifying Party”) or Members Indemnified Party (the “Indemnified Party”) (as the case may be) shall be liable with respect to any Loss incurred by any Indemnified Party shall be reduced to the extent that such Buyer Indemnified Party actually realizes any proceeds (net of any retentions or deductibles, including any remaining retention under the R&W Policy (solely, in respect of the Buyer Indemnified Party), or any costs or expenses expended by such Indemnified Party in seeking such proceeds, including the present value of any increases in insurance premiums and any retroactive premiums) recovered from third Persons (including insurers, such as the R&W Insurer, if applicable) with respect to such Loss. If any Indemnified Party shall have received or shall have had paid on its behalf an indemnity payment from the Indemnification Escrow Amount (solely, in respect of the Buyer Indemnified Party) or from any Indemnifying Party with respect to an indemnifiable Loss pursuant to Article X and such Indemnified Party shall subsequently receive, directly or indirectly, recovery for such indemnifiable Loss from a third Person (including insurers, DB1/ 124297106.28 89 such as the R&W Insurer, if applicable), then such Indemnified Party shall promptly (and in any event within five (5) Business Days after receipt of such recovery amount) pay to the Indemnifying Party (on a pro rata basis according to the amount of such Loss attributed to each Indemnifying Party) the lesser of (i) the net amount of such recovery amount (net of any retentions or deductibles, including any remaining retention under the R&W Insurance Policy (solely, in respect of the Buyer Indemnified Party) or any costs or expenses expended by such Buyer Indemnified Party in seeking such recovery, including the present value of any increases in insurance premiums and any retroactive premiums) and (ii) the amount of the indemnity payment that such Buyer Indemnified Party has received or shall have had paid on its behalf an indemnity payment from the Indemnification Escrow Amount or from any Indemnifying Party with respect to such indemnifiable Loss pursuant to Article X. For the avoidance of doubt, (i) nothing herein is intended to, nor shall it have the effect of, limiting or diminishing the Buyer Indemnified Parties’ right to seek or obtain recovery under the R&W Insurance Policy or any additional buyer-side representation and warranty insurance policy to be issued for the benefit of Buyer, and (ii) as between Buyer, on the one hand, and the R&W Insurer, on the other hand, none of the limitations and restrictions (including time for asserting claims) on indemnification set forth in this Article X shall affect the rights of Buyer under the R&W Insurance Policy, which rights shall be governed solely thereby. Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses hereunder (to the extent required by applicable Law) after becoming aware of any event which may give rise to any Losses in respect of which any Buyer Indemnified Party may be entitled to indemnification as set forth herein. Notwithstanding anything herein to the contrary, the Members Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses hereunder (to the extent required by applicable Law) after becoming aware of any event which may give rise to any Losses in respect of which any Members Indemnified Party may be entitled to indemnification as set forth herein. The Buyer Indemnified Parties shall not be entitled to indemnification under Section 10.2(c) with respect to any amount resulting in a claim to the extent that such amount is included as a liability in Net Working Capital, Company Expenses, or the Closing Debt Amount in the determination of the Purchase Price (in each case, as such amounts are finally determined pursuant to Article I). Any Losses for which any Indemnified Party is entitled to indemnification under this Article X shall be determined without duplication of recovery if the state of facts giving rise to such Losses constitutes a breach of more than one covenant or agreement. Exclusive Remedy. Subject to Section 10.5(n), ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Buyer agree that the sole and exclusive remedy for Parent, such Seller’s Pro Rata Share of the Escrow Amount, Buyer and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller any Buyer Indemnified Party for money damages pursuant for any matter relating to this Agreement shall be the rights to indemnification set forth in this Article X. Subject to Section 11.2(a) with respect 10.5(n), Members agree that the sole and exclusive remedy for Members and any Members Indemnified Party for money damages for any matter relating to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) this Agreement shall be limited in the aggregate rights to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller set forth in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.Article X.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Buyer’s entitlement to indemnification (or any Indemnitee(sother Person’s entitlement to indemnification if such Person is claiming indemnification through Buyer) for indemnification pursuant to Section 11.2(a11.02(a) shall be limited by the following limitations (other than with respect to breach of a Seller Fundamental Representation or a Tax Representation, or with respect to fraud, which in each case shall not be subject to the limitations provided in this Section 11.04(a)): (i) Buyer (or such other Person) shall not be entitled to seek indemnification with respect to any individual Loss unless and until the aggregate amount such Loss (together with all related Losses) is greater than $50,000, in which event Seller shall be responsible only for such Losses in excess of Losses for which the Indemnitee(ssuch amount; (ii) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Buyer (the “Threshold Amount”), at which time the Indemnitee(sor such other Person) shall be entitled to seek indemnification (x) for Losses arising from the inaccuracy or breach of an Environmental Representation only if the aggregate amount of all such Losses exceeds an amount equal to $500,000, in which event Seller shall be responsible only for such Losses in excess of such amount and (including y) for Losses arising from the inaccuracy or breach of any representation or warranty other than the Environmental Representations only if the aggregate amount of all such Losses included within the Threshold Amount);exceeds an amount equal to $500,000, in which event Seller shall be responsible only for such Losses in excess of such amount. (b) No indemnifying Person shall be liable for any Losses that are subject to indemnification under Section 11.02 or Section 11.03 unless notice is delivered by the maximum aggregate indemnification obligation of each Seller for money damages indemnified Person to the indemnifying Person with respect thereto pursuant to Section 11.2(a11.05(a) or Section 11.05(d) prior to 5:00 P.M. Central Time on the final date pursuant to Section 11.01. Notwithstanding the foregoing, any Claim for indemnification under this Agreement that is brought prior to such time will survive until such matter is resolved. (c) Under no circumstances shall any party be entitled to duplicate recovery under this Agreement with respect to (i) any indemnification claim pursuant to this Article 11 or (ii) any adjustments to the Closing Payment Amount pursuant to Section 2.03. Nor shall the Buyer Group be entitled to recovery under this Article 11 to the extent United (or any Person entitled to indemnification from the Company under the APA) has made (or is making) a Claim seeking indemnification from Seller (in its capacity as “SkyWest” under the APA) or its Representatives for the same Loss under the APA. Buyer agrees that it will not bring a Claim under the APA for Losses suffered by United in its corporate capacity (as opposed to its capacity as a shareholder of Buyer); provided, however, that this sentence shall not prevent Buyer and United (including in its capacity as the “Buyer” under the APA) from bringing any Claim or combination of Claims against Seller filed in a single proceeding, subject to the first and second sentences of this clause (c). (d) Under no circumstances shall the aggregate indemnification to be paid by Seller under Section 11.02(a) exceed (i) an amount equal to $10,000,000 with respect to breaches or inaccuracies of representations and warranties other than the Environmental Representations, Seller Fundamental Representations or Tax Representations (but subject to the further limitation in the last sentence of this subsection (d)), or (ii) an amount equal to $20,000,000 with respect to breaches or inaccuracies of any of the Environmental Representations. For the purposes of clarity, clauses (i) and (ii) of the preceding sentence are intended to constitute separate limitations. Additionally, notwithstanding any other provision in this Agreement or the APA to the contrary, (I) other than with respect to a claim for indemnification arising from any breach or inaccuracy of any (x) the Environmental Representations, Seller Fundamental Representations and Tax Representations under this Agreement, and (y) “Seller Fundamental Representations, shall be limited to ” and “Tax Representations” (ias such terms are defined in the APA) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇APA, such Seller’s Pro Rata Share and its Representatives’ collective indemnification obligations under this Agreement and the APA for breaches or inaccuracies of representations and warranties under this Agreement and the Escrow Amount, and APA shall in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited no event exceed $10,000,000 in the aggregate to (as also set forth under Section 10.04(d) of the consideration actually received by such Seller pursuant to this Agreement; APA) and (dII) no Seller shall be liable or have any Seller’s and its Representatives’ collective indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in obligations under this Agreement or for and the actions or inaction APA shall in no event exceed the sum of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included “Purchase Price” as defined in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to APA plus the Initial Closing Price at ClosingGross Purchase Price.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Subject to Section 10.03(c), the Indemnitors shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a10.02(a) unless for any inaccuracy in or breach of any of the representations and warranties of the Company in this Agreement until such time as the aggregate total amount of Losses for all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitee(s) seeks Indemnitees has or have otherwise become subject, exceeds an amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 250,000 (the “Threshold AmountBasket”)) in the aggregate (it being understood that if the total amount of such Damages exceeds the Basket, at which time then the Indemnitee(s) Indemnitees shall be entitled to indemnification be indemnified against and compensated and reimbursed for all such Losses (including all Losses Damages in excess of the Basket amount and not those that are included within in the Threshold AmountBasket);. (b) Subject to Section 10.03(c), the maximum aggregate indemnification obligation liability of each Seller for money damages pursuant to the Indemnitors under Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, 10.02(a) shall be limited an amount equal to the sum of (i) in the case of ▇▇▇▇ General Escrow Amount and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share (ii) 10% of the Escrow Earnout Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);. (c) the maximum aggregate The limitations set forth in Section 10.03(a) and (b) shall not apply to any claim for indemnification obligation of each Seller for money damages made pursuant to Section 11.2(a10.02(a) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation. The maximum aggregate liability of each Indemnitor for all claims arising under Section 10.02 shall equal the aggregate Applicable Per Share Amount received by such Indemnitor with respect to a claim for indemnification arising from any breach or inaccuracy all shares of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate Company Capital Stock held by such Indemnitor immediately prior to the consideration actually received by Effective Time; provided, however, such Seller pursuant limitation shall not apply with respect to this Agreement;claims arising as a result of fraud, intentional misrepresentation or willful misconduct, for which there shall not be a limitation. (d) no Seller shall be liable Absent fraud, intentional misrepresentation or have willful misconduct, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any indemnification obligation for the breach of any representations Indemnitee may incur arising from or warranty made by any other Seller in Article IV of relating to this Agreement, the breach of any covenant of any Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other Seller equitable remedies with respect to the covenants referred to in this Agreement or for to be performed after the actions Closing or inaction any rights arising out of any other Seller in connection with this Agreement; andclaims Parent or the Surviving Corporation may have under the letters of transmittal delivered pursuant to Section 3.03). (e) no The General Escrow Fund shall be the initial recourse for any claims for Damages under this Article 10. Thereafter, subject to the provisions of this Article 10, the Indemnitees shall also have recourse against the Earnout Amount, by way of set-off or otherwise, for Damages under this Article 10. The General Escrow Fund and the Earnout Amount shall not be the sole source of recovery for Damages under this Article 10; provided, however, that the maximum aggregate liability of each Indemnitor shall have any right to indemnification pursuant to be as set forth in Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing10.03(c).

Limitations. (a) Except for Losses arising in connection with any Indemnification Claim based on a Breach of any of the Fundamental Representations, the aggregate liability of the Shareholders pursuant to Section 8.2(a)(i) shall be limited to an aggregate amount equal to $9,000,000, of which aggregate amount each Shareholder may be required to reimburse the Buyer Indemnified Parties for Losses up to an amount equal to such Shareholder’s Pro Rata Share thereof. (b) The aggregate liability of Buyer to all Shareholder Indemnified Parties shall be limited to an amount equal to $9,000,000. (c) Notwithstanding anything to the contrary in this Agreement: (a) Article VIII, the Shareholders shall have no claim may be made by obligation to indemnify or hold harmless any Indemnitee(s) for indemnification Buyer Indemnified Party with respect to any Losses arising in connection with any Indemnification Claims pursuant to Section 11.2(a8.2(a)(i) unless and until the aggregate amount of Losses incurred by the Buyer Indemnified Parties for which they are entitled to indemnification collectively equal or exceed the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds sum of $50,000 375,000 (the “Threshold AmountBasket”). If such Losses exceed the Basket, at which time then the Indemnitee(sShareholders shall be responsible to indemnify the Buyer Indemnified Parties for all Losses in excess of $200,000. Notwithstanding the foregoing, this Section 8.4(c) shall in no way limit, and the Basket shall not apply to, Buyer’s right to indemnification for Losses arising in connection with any Indemnification Claim based on a Breach of any of the Fundamental Representations, other than Losses arising in connection with the representations set forth in Section 2.10.3(a), which, for the avoidance of doubt, shall be subject to the Basket. (d) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to indemnify or hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party prior to the expiration of the applicable Survival Period. (e) The obligations of the Shareholders under Section 8.2(a) shall be entitled satisfied, first, from the Indemnification Escrow Fund. If there are no funds remaining in the Indemnification Escrow Fund to indemnification for all such Losses (including all Losses included within satisfy Indemnification Claims, any additional liability of the Threshold Amount); (bShareholders under Section 8.2(a) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in satisfied from other assets of the case of ▇▇▇▇ Shareholders and ▇▇▇▇▇▇▇▇▇▇, each Shareholder shall be liable only for such SellerShareholder’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, any such Seller’s Pro Rata Share liability of the Escrow Amount plus the Earnout Payment (if any);Shareholders. (cf) For purposes of determining the maximum aggregate indemnification obligation amount of each Seller for money damages pursuant Losses under Sections 8.2 and 8.3, all qualifications and limitations as to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy materiality, Company Material Adverse Effect and words of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller similar import set forth in this Agreement or in any other Operative Document (including in any representations, warranties or covenants), shall be disregarded. (g) Subject to Section 8.4(m), the right to indemnification, payment of Losses or other remedy under Article VIII based on any Breach of representations, warranties, covenants, agreements or other obligations will not be affected by any investigation conducted with respect to, or 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 compliance with any such representation, warranty, covenant, agreement or other obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement or other obligation, will not affect the right to indemnification, payment of Losses or other remedy under Article VIII based on any such representation, warranty, covenant, agreement or other obligation. (h) Any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article VIII shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate. (i) No Person shall have any liability to indemnify any Person for any Loss that would not have arisen but for any alteration or repeal, enactment or adoption of any Law or accounting standard after the Closing Date. (j) Losses suffered by any Indemnified Party shall be calculated after giving effect to any amounts covered by insurance proceeds collected by Buyer, the Company or any of the Company Subsidiaries pursuant to any policy of insurance for which the Company or any of the Company Subsidiaries paid the premiums prior to Closing for the actions or inaction time period in which the insurable Loss occurred; provided, however, any increase in premiums resulting from collection under any such policy and any deductible paid regarding any such collection shall be deemed Losses and shall be indemnifiable. If any such insurance proceeds are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment consistent with the first sentence of this Section 8.4(j). (k) The value of any tax benefits to an Indemnified Party (net of any tax detriment to the Indemnified Party as a result of receiving the indemnification payment) as a result of any Loss suffered by such Indemnified Party shall be taken into account in the calculation of the amount of any Loss, if and to the extent that the Indemnified Party and the Indemnifying Party can reasonably determine the value of such tax benefits at the time that the right to indemnification, payment of losses or other Seller remedy under this Article VIII is otherwise determined. (l) Any amounts of liability for indemnification under this Article VIII will be determined without duplication for recovery because of the state of facts giving rise to the Losses constitute a breach of more than one representation, warranty, covenant or agreement hereunder or give rise to any payment pursuant to Section 1.2.3. (m) Buyer shall not be entitled to any indemnification, payment of Losses or other remedy arising in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (representations set forth in Sections 2.6.1(a), 2.6.2, 2.6.3 and only to 2.23 under Article VIII solely resulting from the extent) such Losses are duplicative use by the Company of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingaccounting methodologies or practices, internal accounting controls or inventory, investment, credit or allowance procedures specifically set forth on Exhibit 1.

Limitations. Notwithstanding anything No amount shall be payable to the contrary a Seller Indemnified Party in this Agreement: (a) no satisfaction of any claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a7.3(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks paid, incurred, sustained or accrued (or anticipated to be indemnified pursuant to Section 11.2(apaid, incurred, sustained or accrued) exceeds $50,000 (equal or exceed the “Threshold Deductible Amount”), at which time Buyer shall indemnify the Indemnitee(sSeller Indemnified Parties for the amount of all Losses in excess of the Deductible Amount; provided, that, amounts payable to a Seller Indemnified Party in satisfaction of claims for indemnification pursuant to Sections 7.3(a)(iv) or 7.3(a)(v) shall be entitled paid from the first dollar of Loss. Notwithstanding anything herein to indemnification the contrary (except in an instance where Section 7.3(a)(v) applies), Buyer shall not have any monetary Liability for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages arising pursuant to Section 11.2(a)7.3(a)(ii) in excess of the Deposit Amount. Notwithstanding anything in this Section 7 to the contrary, other than with respect Buyer’s maximum aggregate liability for amounts payable to a claim Seller Indemnified Parties in satisfaction of claims for indemnification for Losses arising from from, based on or relating to any breach matters set forth (i) in Section 7.3(a)(i) or inaccuracy of any Fundamental Representations, Section 7.3(a)(iii) shall be limited to the Indemnification Cap, (iii) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e7.3(a)(v) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; Purchase Price (d) no Seller shall be liable or have excluding any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification amount paid pursuant to Section 11.2(e2.2(c)) with respect to any Losses and (iii) in Section 7.3(a)(iv) shall have no limitation. Any amounts payable pursuant to the extent (indemnification obligations hereunder shall be paid without duplication, and only to in no event shall any party be indemnified under different provisions of this Agreement for the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingsame Loss.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties under Section 6.2(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Buyer Indemnified Parties have delivered to Seller and Shareholders prior to such date, in which case the obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties shall continue until any Losses payable to Buyer Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by Seller or either Shareholder shall not be made subject to the time limitations set forth in this Section. (b) The obligation of Buyer to indemnify Seller Indemnified Parties under Section 6.3(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Seller Indemnified Parties have delivered to Buyer prior to such date, in which case the obligation Buyer to indemnify Seller Indemnified Parties shall continue until any Losses payable to Seller Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by any Indemnitee(sBuyer shall not be subject to the time limitations set forth in this Section. (c) The maximum aggregate amount of all Losses for indemnification which Seller and Shareholders shall be liable pursuant to Section 11.2(a6.2(b) related to all representations and warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to $1,230,000 (the “General Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to all representations and warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to the product of the General Cap multiplied by such Shareholder’s Pro Rata Share. The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to Fundamental Representations shall not exceed the Purchase Price (the “Fundamental Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to Fundamental Representations shall not exceed an amount equal to the product of the Fundamental Cap multiplied by such Shareholder’s Pro Rata Share. The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to Special Representations shall not exceed an amount equal to $6,150,000 (the “Special Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to Special Representations shall not exceed an amount equal to the product of the Special Cap multiplied by such Shareholder’s Pro Rata Share. The General Cap, the Fundamental Cap, the Special Cap, and the limitations set forth in this Section 6.2(b) shall not apply to any Losses resulting from Fraud by Seller or either Shareholder. (d) Notwithstanding the provisions of Section 6.2(b), Seller and Shareholders shall not be obligated to provide any indemnification for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 6.2(b) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks incurred by Buyer Indemnified Parties with respect to be indemnified pursuant to Section 11.2(a) such breaches of representations and warranties exceeds $50,000 100,000 (the “Threshold AmountThreshold”), at in which time case Seller and Shareholders will be liable for the Indemnitee(sfull amount of such Losses, including amounts below the Threshold (subject to the limitations in Section 6.4(c)). The Threshold and the limitations set forth in this Section 6.4(d) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect not apply to any Losses to the extent resulting from (and only to the extent1) such Losses are duplicative a breach of Losses that were included in the Net Working Capital calculation and have previously been recovered a Fundamental Representation or a Special Representation, or (2) Fraud by Purchaser through an adjustment to the Initial Closing Price at ClosingSeller or either Shareholder.

Limitations. (i) For the avoidance of doubt, with respect to any indemnification payments for which the Stockholder Indemnifying Parties shall be liable pursuant to Section 7.10(a), such payments shall be made in accordance with the Merger Consideration Allocation Percentages multiplied by each Stockholder’s respective Pro Rata Share. (ii) The Stockholder Indemnifying Parties shall not be liable to any Buyer Indemnified Person for indemnification under Section 7.10(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 7.10(a)(i) exceeds One Hundred Thousand Dollars ($100,000), in which event the Stockholder Indemnifying Parties shall be required to pay or be liable for Losses in excess of Fifty Thousand Dollars ($50,000) (the “Hybrid Deductible”); provided, however, the Hybrid Deductible shall not apply to any inaccuracy or breach of Fundamental Representations or Fraud Claims. (iii) To the extent any claim for indemnity by a Buyer Indemnified Person is satisfied with Buyer Common Stock, the Parties shall treat the value of such shares of Buyer Common Stock as being equal to the Average Price as of the date of such payment. For the avoidance of doubt, the Stockholders shall have the right to satisfy any claims for indemnity by a Buyer Indemnified Person in any combination of cash and Buyer Common Stock. (iv) Except as otherwise expressly provided in this Agreement, the maximum aggregate amount of indemnification payments for which the Stockholder Indemnifying Parties will have liability to the Buyer Indemnified Persons, other than with respect to Fundamental Representations, Excluded Taxes, the representations set forth in Section 4.25, or Fraud Claims, will not exceed Seven Hundred Thousand Dollars ($700,000). (v) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until , the maximum aggregate amount of indemnification payments for Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited related to (i) the representations set forth in the case Section 4.25 will not exceed Two Million One Hundred Thousand Dollars ($2,100,000) and (ii) Excluded Taxes, Fundamental Representations, Fraud Claims, and any breach of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share or default in connection with any of the Escrow Amount, covenants and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty agreements made by the Company or any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller Stockholder in this Agreement or for will not exceed the actions or inaction Merger Consideration, at its value as of any other Seller in connection with this Agreement; and the Closing Date (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing“Cap”).

Limitations. Notwithstanding anything to the contrary contained in this Agreement, the rights of the Indemnitees are limited as follows: (a) no claim may be made by The Buyer Indemnitees’ sole source of payment or indemnification for any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) claims under this Agreement shall be entitled (i) first, from the R&W Policy (to indemnification for all such Losses the extent covered thereby) and (including all Losses included within the Threshold Amount);ii) second, from Seller. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other Other than with respect to a claim claims of, or causes of action arising from, Fraud by Seller, the aggregate liability of Seller for all indemnification arising from any breach or inaccuracy of any Fundamental Representations, under Section 10.3 shall be limited to (i) in not exceed the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Purchase Price. (c) The Seller Indemnitees’ and the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any Buyer Indemnitees’ right to indemnification pursuant to Section 11.2(e) 10.2 and Section 10.3, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Seller Indemnitees or the Buyer Indemnitees, as the case may be, with respect to the settlement or resolution of a Claim for which the Seller Indemnitees or the Buyer Indemnitees, as the case may be, were entitled to indemnification hereunder. The Seller Indemnitees and Buyer Indemnitees shall use their commercially reasonable efforts and take any and all necessary actions to pursue and fully collect from such third parties and under all insurance policies available to them and will not be entitled to the indemnification rights contained in this Article X until all rights against such third parties and under such insurance policies have been pursued in good faith. The Seller Indemnitees shall remit to Buyer any such third party or insurance proceeds that are paid to any of the Seller Indemnitees with respect to Losses for which any of the Seller Indemnitees has been previously compensated pursuant to Section 10.2. The Buyer Indemnitees shall remit to Seller any such third party or insurance proceeds that are paid to any of the Buyer Indemnitees with respect to Losses for which any of the Buyer Indemnitees has been previously compensated pursuant to Section 10.3. Buyer will not permit the R&W Policy to be terminated, nor to be amended or modified in a manner adverse to Seller, nor will Buyer waive or permit to be waived any right under the R&W Policy in a manner adverse to Seller. Buyer shall cause the R&W Policy to expressly exclude rights of subrogation against Seller, other than rights of subrogation against Seller with respect to claims of, or causes of action arising from, Fraud by Seller. (d) The Buyer Indemnitees shall not be entitled to indemnification for lost income, revenues or profits, multiples of earnings damages, diminution in value, punitive damages, incidental damages, consequential damages, exemplary damages, special damages, indirect damages or similar damages. The Buyer Indemnitees shall not be entitled to indemnification for any breach of a representation, warranty, covenant, agreement or other provision contained in this Agreement if any Buyer Indemnitee had knowledge of such breach at the time of the Closing. The Buyer Indemnitees shall not be entitled to indemnification pursuant to Section 10.3 to the extent (and only to the extent) such Losses are duplicative of Losses that were included amount was included, or should have been included, in the Net Working Capital calculation of the Purchase Price. The Buyer Indemnitees’ right to indemnification pursuant to Section 10.3 on account of any Losses will be reduced by the amount of any reserve reflected on the Company’s books and have previously been recovered by Purchaser through an adjustment records as of the Closing Date. The Buyer Indemnitees and Seller Indemnitees shall not be entitled to be compensated more than once for the Initial Closing Price at Closingsame Loss.

Limitations. Notwithstanding anything Except as otherwise provided in Section 11.3 or as otherwise provided in this Article 11 with respect to Special Loss and claims by HNC or other persons to recover Special Loss (which shall not be subject to any of the following limitations set forth in this Section 11.2(c)): (i) in seeking indemnification for Indemnifiable Loss that is not Special Loss under Section 11.2, the Indemnified Persons will exercise their remedies solely with respect to the contrary Escrow Shares and any other assets deposited in escrow pursuant to the Escrow Agreement (collectively, the "ESCROW PROPERTY") and neither FGC nor any CTI Stockholder will have any liability to an Indemnified Person under Section 11.2 of this Agreement for Indemnifiable Loss that is not Special Loss except to the extent of such CTI Stockholder's interest in the Escrow Property; and (ii) the remedies set forth in this Agreement:Section 11.2 and the Escrow Agreement will be the exclusive remedies of HNC and the other Indemnified Persons under Section 11.2 of this Agreement against FGC or any CTI Stockholder for their indemnification obligations under Section 11.2 with respect to Indemnifiable Loss that is not Special Loss. (aiii) no claim may be made by any Indemnitee(s) the indemnification obligations of FGC and the CTI Stockholders under this Section 11.2 for indemnification pursuant to Section 11.2(a) Indemnifiable Loss that is not Special Loss shall not apply unless and until the aggregate amount of Losses Indemnifiable Loss for which the Indemnitee(sone or more Indemnified Persons seeks or has sought indemnification under Section 11.2 exceeds a cumulative aggregate of One Hundred Thousand Dollars ($100,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”"BASKET"), at in which time event the Indemnitee(s) shall CTI Stockholders shall, subject to the foregoing limitations, be entitled liable to indemnification indemnify the Indemnified Persons for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingIndemnifiable Loss.

Limitations. Notwithstanding anything The indemnification provided for in Section 8.03 shall be subject to the contrary in this Agreementfollowing limitations: (a) no The exclusive remedy of the Buyer Indemnified Parties for any claims under Section 8.03(a) shall be against the R&W Insurance Policy except for (A) claims based on breaches in, or inaccuracies of, Seller Fundamental Representations, and (B) claims based on fraud, criminal activity or willful misconduct of a Seller. To the extent that there is any retained loss under the R&W Insurance Policy, the Sellers, jointly and severally, on the one hand, and Buyer, on the other hand, agree to each pay one-half of such retained loss. (b) Any claim may for indemnification by a Buyer Indemnified Party for Losses pursuant to Section 8.03(h) shall be made by within 12 months after the Effective Date and, to the extent that any Indemnitee(s) claim for indemnification pursuant to Section 11.2(a8.03(h) is not recoverable under the R&W Insurance Policy, the aggregate amount of such unrecoverable Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.03(h) shall not exceed $100,000. (c) The aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.03(a) and Section 8.03(i) based upon breaches in, or inaccuracies of, Seller Fundamental Representations shall not exceed the Purchase Price. (d) The Sellers shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.03(a) unless and until the aggregate amount of Losses for which the Indemnitee(sindemnification under Section 8.03(a) seeks to be indemnified pursuant to Section 11.2(a) is provided exceeds $50,000 15,000 (the “Threshold AmountThreshold”), at which time the Indemnitee(sBuyer Indemnified Parties shall be indemnified for all Losses for which indemnification under Section 8.03(a) is provided including the Threshold; provided, however, that the Threshold shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to indemnification for all such Losses (including be indemnified for, all Losses included within the Threshold Amount); arising out of or resulting from (bA) the maximum aggregate indemnification obligation of each claims based upon breaches in, or inaccuracies of, Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations and (B) claims based upon fraud, criminal activity or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingwillful misconduct.

Limitations. (a) Notwithstanding anything to the contrary herein, the aggregate liability of each Family Group for Damages under Article VI (other than (1) Fundamental RE Reps, (2) the Specified Seller Indemnifiable Matters, and (3) Section 6.1(c)(vii) (Supervening Assets), each of which aggregate liabilities are separately addressed below) shall not exceed an amount equal to BRL$33,333,333; provided, that, with respect to (i) the Fundamental RE Reps, the aggregate liability of each Family Group for Damages in this Agreement:respect of the applicable Real Property shall not exceed an amount equal to 33.33% multiplied by the full purchase price of such Real Property, (ii) the Specified Seller Indemnifiable Matters (other than the Fundamental RE Reps) which aggregate liability of each Family Group for Damages shall not exceed BRL$250,000,000 plus any Earnout Payment received by (or otherwise held back from the Earnout Payments from) the members in the relevant Family Group, and (iii) there shall be no cap to the aggregate liability of each Family Group for Damages with respect to Section 6.1(c)(vii) (Supervening Assets). For the avoidance of doubt, except for Fraud, the aggregate liability for indemnifiable Damages for any breach or inaccuracy of Fundamental RE Reps shall in no event exceed the purchase price for the Real Property to which such Fundamental RE Reps apply. The aggregate liability for indemnifiable Damages with respect to Fundamental RE Reps shall be applied only towards and against the cap applicable to such Real Property and shall not be aggregated with, or count toward the exhaustion of, any other cap on liability hereunder. Any Damages indemnifiable with respect to any representations or warranties or any other matter other than the Fundamental RE reps shall not be aggregated with, or count towards the exhaustion of any cap on liability applicable to Real Property hereunder. (ab) no claim may Stockholders shall not be made by any Indemnitee(s) for indemnification pursuant to liable under Section 11.2(a6.1(a) unless and until the aggregate amount of Losses Damages for which the Indemnitee(s) seeks to they would otherwise be indemnified pursuant to liable under Section 11.2(a6.1(a) exceeds $50,000 BRL$3,500,000 (the “Threshold AmountDeductible”), ) at which time point the Indemnitee(sStockholders shall become liable for Damages that exceed the Deductible; provided, that the limitations set forth in this sentence shall not apply to claims arising from Fraud, criminal activity or willful misconduct. (c) Notwithstanding anything to the contrary herein, (i) the aggregate liability of AMSC Brazil for Damages under Section 6.2(a) shall not exceed an aggregate amount equal to BRL$100,000,000 and (ii) AMSC Brazil shall not be liable under Section 6.2(a) unless and until the aggregate Damages under Section 6.2(a) for which it would otherwise be liable exceeds the Deductible (at which point AMSC Brazil shall become liable for the Damages that exceed the Deductible); provided, that the limitation set forth in this sentence shall not apply to a claim relating to a breach of a Fundamental Representation or otherwise arising from Fraud, criminal activity or willful misconduct. (d) AMSC Brazil Indemnitees shall recover any indemnifiable Damages pursuant to this Article VI first from the Escrow Funds, prior to seeking any recovery directly from the Stockholders. Notwithstanding the foregoing, the AMSC Brazil Indemnitees shall be entitled to indemnification recover indemnifiable Damages for all such Losses (including all Losses included within Fraud from the Threshold Amount);Escrow Funds, directly from the Stockholders and/or Earnout Payment Deduction, alone or in any combination and in any priority as determined by the AMSC Brazil Indemnitees. (be) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Except with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) claims based on Fraud, criminal activity or willful misconduct, (ii) claims in respect of covenants or agreements that require performance following the case Closing or (iii) any breach or violation of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇any Transaction Document other than this Agreement, such Seller’s Pro Rata Share after the Closing, the rights of the Escrow Amount, and in Indemnified Parties under this Article VI shall be the case of Jadevaia, such Seller’s Pro Rata Share exclusive remedy of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Indemnified Parties with respect to a claim for indemnification arising claims resulting from or relating to any misrepresentation, breach of warranty or inaccuracy failure to perform any covenant or agreement contained in this Agreement. Nothing in this Section 6.5(e) shall limit any Person’s right to seek and obtain (i) equitable relief in respect of covenants or agreements that require performance following the Closing, or (ii) any equitable or monetary relief to which any Person shall be entitled or to seek any remedy on account of any Fundamental Representations Party’s fraudulent, criminal or pursuant willful misconduct or (iii) any remedy against any party to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to any Transaction Document (other than this Agreement;) in accordance with the terms thereof. (df) no Seller The Stockholders shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall not have any right to indemnification pursuant to Section 11.2(e) of contribution against any Target Company with respect to any Losses indemnification claims against the Stockholders pursuant to this Article VI. (g) For purposes solely of this Article VI (for purposes of determining the amount of Damages and determining a breach of or inaccuracy in any representation or warranty), all representations and warranties of the Stockholders in Article II and Article III shall be construed as if the term “material” and any reference to “Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (h) For the avoidance of doubt, (i) each Family Group’s indemnification obligations under Section 6.1 shall exist with respect to any particular claim for indemnification, regardless of whether such claim arose from a breach or liability of such Family Group versus any other Family Group (provided that such indemnification obligations shall remain subject to the extent limitations and allocations contained herein) and (and only ii) no agreement, arrangement or other Contract among the Family Groups, the members of the Family Groups, the Stockholders or any other Persons shall affect the rights of AMSC Brazil under this Agreement, including with respect to the extent) such Losses are duplicative of Losses that were included in Escrow Funds, the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingEarnout Payment Deduction or any other rights hereunder.

Limitations. (a) Notwithstanding anything contained herein to the contrary in this Agreementcontrary: (aA) no claim may Summit shall not be made by liable in respect of any Indemnitee(sindemnification obligation for Losses of the Buyer Indemnitees under Section 8.2(a)(i) for indemnification pursuant to Section 11.2(aor (ii) (other than in respect of any breach of the Fundamental Representations) unless and until the aggregate cumulative amount of Losses for which the Indemnitee(s) seeks to indemnification would otherwise be indemnified pursuant to available from Summit or Fly but for this Section 11.2(a8.3(a) exceeds $50,000 1,000,000 (the “Threshold Amount”), at which time and then only to the Indemnitee(sextent of such excess, and (B) Summit’s aggregate liability in respect of any and all indemnification obligations for Losses under Section 8.2(a)(i) and (ii) (other than in respect of any breach of the Fundamental Representations) shall not exceed $15,000,000; (A) Fly shall not be entitled to liable in respect of any indemnification obligation for all such Losses of the Buyer Indemnitees under Section 8.2(b) (including all other than in respect of any breach by Fly of any of the Fundamental Representations expressly made by it) unless the aggregate cumulative amount of Losses included within for which indemnification would otherwise be available from Fly but for this Section 8.3(a) exceeds the Threshold Amount);, and then only to the extent of such excess, and (B) Fly’s aggregate liability in respect of any and all indemnification obligations for Losses under Section 8.2(b) (other than in respect of any breach of the Fundamental Representations) shall not exceed $6,500,000; and (iii) in no event shall any Seller’s aggregate liability under this Article VIII exceed the cash consideration received by it in connection with the Transactions. (b) The amount of any indemnification payable under this Article VIII shall be reduced by an amount equal to the maximum aggregate indemnification obligation of each cash proceeds actually received by a Buyer Indemnitee or Seller for money damages pursuant to Section 11.2(a)Indemnitee, other than with respect to a claim for indemnification arising as applicable, under any insurance policy or from any breach third party in respect of such claim less all out-of-pocket costs and expenses incurred by such Buyer Indemnitee or inaccuracy of Seller Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable attorneys’ fees, any Fundamental Representationsdeductible or any retention, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, or any premium adjustment arising directly from such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyclaim or Losses);. (c) the maximum aggregate indemnification obligation of each Each Buyer Indemnitee and Seller for money damages pursuant Indemnitee shall use its, his or her commercially reasonable efforts to Section 11.2(a) pursue any insurance recovery or third-party recovery available to it with respect to any Loss for which such Buyer Indemnitee or Seller Indemnitee seeks indemnification pursuant to this Article VIII, it being understood and agreed that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Seller Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. To the extent that an Indemnifying Party has made any indemnification payment hereunder in respect of a claim for indemnification arising from any breach which an Indemnitee has asserted a related claim for insurance proceeds or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) under a contractual indemnity, the Indemnifying Party shall be limited in the aggregate subrogated to the consideration actually received by rights of the Indemnitee to receive the proceeds of such Seller pursuant to this Agreement;insurance or contractual indemnity. (d) no The Buyer Indemnitee or Seller Indemnitee, as the case may be, seeking indemnification under this Agreement shall be liable or have use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification obligation for the breach claim hereunder upon and after becoming aware of any representations event or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right condition which would reasonably be expected to indemnification pursuant to Section 11.2(e) with respect give rise to any Losses to the extent (and only to the extent) such Losses that are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingindemnifiable hereunder.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Sellers shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a10.02(a) unless or Section 10.02(b) for any inaccuracy in or breach of any of the representations and warranties, of Sellers in this Agreement until such time as the aggregate total amount of Losses for all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitee(s) seeks Indemnitees has or have otherwise become subject, exceeds an amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 40,000 (the “Threshold AmountDeductible”)) in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, at which time then the Indemnitee(s) Indemnitees shall be entitled to indemnification be indemnified against and compensated and reimbursed only for all such Losses (including all Losses included within Damages that are in excess of the Threshold AmountDeductible);. (b) Subject to Section 10.04(c), the maximum aggregate liability of Sellers under this Article 10 shall be equal to 100% of the Purchase Price for breaches of Fundamental Representations of Sellers and Helix referred to in this Agreement and to 10% of the Purchase Price for breaches of all other representations and warranties and the covenants made by Sellers and Helix under this Agreement, except in the event of fraud or willful or intentional misrepresentation by Sellers or any of their Representatives. (c) Absent fraud or willful or intentional misrepresentation, the indemnification obligation of each Seller for money damages pursuant provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 11.2(a), other than 10.04(c) or elsewhere in this Agreement shall affect the parties’ rights to specific performance with respect to a claim for indemnification arising from any breach the covenants referred to in this Agreement or inaccuracy to be performed after the Closing). (d) Payments by Sellers in respect of any Fundamental Representations, Damages shall be limited to the amount of any Damages that remain after deducting therefrom any amounts actually received by such Indemnitee pursuant to the terms of the insurance policies (iif any), Purchaser to diligently pursue any and all available insurance coverage, covering such Damages (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any such insurance proceeds). (e) in At the case Closing Sellers shall deposit, from the Cash Payment, the amount equal to ten (10%) of ▇▇▇▇ and the Purchase Price (the “Indemnity Escrow”) with Lucosky Br▇▇▇▇▇▇ ▇▇▇▇▇LP (or such other person mutually agreed to by Purchaser and Sellers) ,as escrow agent , such Seller’s Pro Rata Share in accordance with the terms and conditions of an escrow agreement dated the date of Closing, in form and substance substantially similar to Exhibit D attached hereto (the “Escrow Agreement”), as security for any obligations of the Escrow AmountSellers for Damages, after application of Section 10.04(d), and in the case of Jadevaia, such Seller’s Pro Rata Share which shall include provision for releasing of the Escrow Amount plus Indemnity Escrow, or such portion thereof remaining after any payments for Damages , to the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages Sellers. Provided no claims have been made pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy 10.02, fifty percent of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) the Indemnity Escrow shall be limited in the aggregate released to the consideration actually received by such Seller pursuant to this Agreement; Sellers on the date that is six (d6) no Seller months after the Closing Date and the balance of the Indemnity Escrow shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses released to the extent Sellers on the date that is twelve (and only to 12) months after the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDate.

Limitations. (a) Notwithstanding anything to the contrary set forth in this Agreement: (a) no Agreement or in any other Transaction Document, the Indemnified Parties will not make a claim may be made by any Indemnitee(s) against the Indemnifying Parties for indemnification pursuant to Section 11.2(a) under this Article IX for Purchaser Losses or Sellers Losses, as applicable (collectively, "LOSSES"), unless and until (i) any individual loss exceeds ------ $2,500 (the "LOSS THRESHOLD"), in which case such Indemnified Party shall -------------- be liable for the entire amount in excess of such Loss, subject to the Aggregate Threshold (as hereunder defined) and (ii) the aggregate amount of such Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 300,000 (the “Threshold Amount”"AGGREGATE THRESHOLD"), at in which time event ------------------- the Indemnitee(s) shall be entitled to Indemnified Parties may claim indemnification for all such Losses, including the initial $300,000; provided, however, -------- ------- the Purchaser Losses (including all Losses included within arising under the Special Obligations shall not be subject to the Loss Threshold Amount);or the Aggregate Threshold. (b) Notwithstanding anything to the contrary set forth in this Agreement or in any other Transaction Document, the maximum aggregate indemnification obligation liability of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, such Seller’s Pro Rata Share ▇▇ pursuant to Section 9.2 for all Purchaser Losses together with indemnity losses paid by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to any other indemnity relating to the ▇▇▇▇▇▇ Stock Purchases in favor of the Escrow Amount, and in Company shall not exceed the case of Jadevaia, such Seller’s Pro Rata Share value of the Escrow Amount plus number of shares of Purchaser Common Stock issuable for 845,865 shares of Company Series A Preferred Stock in accordance with the Earnout Payment (if any);provisions of this Agreement. (c) the maximum aggregate indemnification obligation of each Seller for money damages The Purchaser Indemnified Parties' right to recovery pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy 9.1 hereof on account of any Fundamental Representations Purchaser Losses will be reduced by all insurance or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration other third party indemnification proceeds actually received by the Purchaser Indemnified Parties. The Purchaser and the Company shall use commercially reasonable efforts to claim and recover any Purchaser Losses suffered by the Purchaser Indemnified Parties under any such Seller pursuant insurance policies or other third party indemnities. If a Purchaser Indemnified Party (or one of its Affiliates) actually recognizes a cash Tax benefit in a taxable year as a result of incurring indemnifiable Purchaser Losses that have been indemnified, the Purchaser Indemnified Party shall, to this Agreement;the extent the indemnifiable Purchaser Losses have actually been indemnified, pay the amount of such Tax benefit to the Indemnifying Party within 30 days of filing its final Tax return for the year in which it has realized a Tax benefit. The amount of a Tax benefit will be computed assuming that all items of deduction, loss, income, gain and credit attributable to incurring the indemnifiable Purchaser Losses are the last items incurred by the Purchaser Indemnified Party. (d) no Seller shall be liable or have any indemnification obligation for The Parties agree that, from and after the breach of any representations or warranty made by any other Seller in Article IV of this AgreementEffective Time, the breach exclusive remedies of the Parties for any covenant Sellers Losses and Purchaser Losses arising out of any other Seller or based upon the matters set forth in this Agreement are the indemnification and/or reimbursement obligations of the parties set forth in this Article IX. The provisions of this Section 9.6 will not, however, prevent or for limit a cause of action (i) on account of fraud, or (ii) under Section 8.2 to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the actions or inaction of any other Seller in connection with this Agreement; andterms and provisions hereof. (e) no Indemnitor shall have any right Except with respect to indemnification Purchaser Losses actually awarded to a third party in an action brought against a Purchaser Indemnified Party, the Purchaser Indemnified Parties are not entitled to recovery pursuant to Section 11.2(e) 9.1 hereof for punitive damages, or for lost profits, consequential, exemplary or special damages. Except with respect to any Seller Losses actually awarded to a third party in an action brought against a Seller Indemnified Party, the extent (and only Seller Indemnified Parties are not entitled to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment recovery pursuant to the Initial Closing Price at ClosingSection 9.1 hereof for punitive damages, or for lost profits, consequential, exemplary or special damages.

Limitations. 10.5.1 Notwithstanding anything to the contrary contained in this Agreement, except in the case of Fraud: (a) no claim may Navistar shall not be made by any Indemnitee(s) obligated to provide for indemnification pursuant to Section 11.2(a10.1.1 (other than with respect to Fundamental Representations, Capitalization Representations or the Specified Representations) for any claim unless and until the aggregate total amount of Losses for which the Indemnitee(s) seeks to Damages that would otherwise be indemnified recoverable pursuant to Section 11.2(a10.1.1 with respect to such claim or series of related claims (but for this Section 10.5.1) exceeds twenty-five thousand dollars ($50,000 25,000) (the “Threshold Amount”), at which time the Indemnitee(s) and any claim or series of related claims that does not satisfy such threshold amount shall be entitled to indemnification ignored for all such Losses (including all Losses included within purposes of determining whether the Threshold Amountdeductible set forth in Section 10.5.1(b) has been satisfied); (b) the maximum aggregate Navistar shall not be obligated to provide for indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), 10.1.1 (other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall Capitalization Representations or the Specified Representations) until the total amount of Damages that would otherwise be limited recoverable pursuant to Section 10.1.1 (ibut for this Section 10.5.1) in exceeds on a cumulative basis an amount equal to $1,012,500 and then only to the case extent of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, any such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)excess; (c) the maximum aggregate amount of Damages for which Navistar is obligated to provide indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) 10.1.1 with respect to a claim for indemnification arising from any breach or inaccuracy the Specified Representations shall not exceed twenty five percent (25%) of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this AgreementPurchase Price; (d) no Seller the aggregate amount of Damages for which Navistar is obligated to provide indemnification pursuant to Section 10.1.1 (other than with respect to Fundamental Representations or Capitalization Representations or Specified Representations) shall be liable or have any indemnification obligation for not exceed $1,012,500 (the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement“Cap”); and (e) no Indemnitor the aggregate amount of Damages for which Navistar or the Investor is obligated to provide indemnification pursuant to this Agreement shall have not exceed the Purchase Price (as ultimately determined pursuant to Section 2.4); provided, that this clause (e) shall not limit any right Damages with respect to a breach of Section 8.17. 10.5.2 The amount of any Damages for which indemnification is provided under this Article 10 shall be reduced by any recoveries to which the Indemnified Party receives under insurance policies or other payments received from third parties (including the R&W Insurance Policy, and in each case less any out-of-pocket expenses (including reasonable attorney’s fees), premium adjustments and Taxes actually incurred in the recovery of such insurance proceeds or third-party payments). An Indemnified Party shall use reasonable best efforts to pursue, and to cause its Affiliates to pursue, all claims to which it may be entitled in connection with any Damages it incurs, provided that for the avoidance of doubt, such reasonable best efforts shall not require any Indemnified Party to institute litigation against any party or to maintain any insurance policy or specific terms thereunder (other than the R&W Insurance Policy). If an Indemnified Party (or an Affiliate) receives any insurance or other third party payment (and in each case less any out-of-pocket expenses (including reasonable attorney’s fees), premium adjustments and Taxes actually incurred in the recovery of such insurance proceeds or third-party payments) in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within ten (10) Business Days of receiving such insurance or other third party payment, an amount equal to the positive difference, if any, between (a) the amount previously received by the Indemnified Party under this Article 10 with respect to such claim (less any out-of-pocket expenses (including reasonable attorney’s fees) and Taxes actually incurred in the recovery of such amount) plus the amount of the insurance or other third party payments received (less any out-of-pocket expenses (including reasonable attorney’s fees), premium adjustments and Taxes actually incurred in the recovery of such insurance proceeds or third-party payment), minus (b) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article 10 (but not in excess of the amount actually received from the Indemnifying Party). 10.5.3 Except in the case of Fraud, with respect to any Damages arising from an inaccuracy or breach of any representation or warranty made by the Company in Article 3 or by Navistar in Article 4 or in any certificate delivered by the Company or Navistar under this Agreement at the Closing (other, in each case, than with respect to Fundamental Representations, Capitalization Representations, or the Specified Representations), for which the Investor Indemnified Parties are entitled to indemnification pursuant to Section 11.2(e10.1.1: (A) the Investor Indemnified Parties shall seek recovery first from Navistar, until the aggregate amount of all Damages equal the Cap and (B) second, to the extent such Damages have not been recovered by payment to the Investor Indemnified Parties pursuant to the foregoing clause (A), the Investor Indemnified Parties shall seek recovery pursuant to the R&W Insurance Policy. 10.5.4 Except in the case of Fraud, with respect to any Losses Damages arising from an inaccuracy or breach of any Fundamental Representations, Capitalization Representations, or the Specified Representations, for which the Investor Indemnified Parties are entitled to indemnification pursuant to Section 10.1.1: (A) the Investor Indemnified Parties shall seek recovery first from Navistar, until the aggregate amount of all Damages equal the Cap, (B) second, to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and Damages have previously not been recovered by Purchaser through payment to the Investor Indemnified Parties pursuant to the foregoing clause (A) and to the extent such Damages (x) do not exceed the coverage limit under the R&W Insurance Policy and (y) are not excluded from coverage under the R&W Insurance Policy pursuant to the terms thereof, the Investor Indemnified Parties shall, until the coverage limit of the R&W Insurance Policy has been reached, use commercially reasonable efforts to seek recovery pursuant to the R&W Insurance Policy (provided that the Investor Indemnified Parties shall be deemed to have satisfied the obligation to use commercially reasonable efforts to seek recovery pursuant to the R&W Insurance Policy if (x) the Investor Indemnified Parties use commercially reasonable efforts to pursue a claim for recovery against the R&W Insurance Policy in good faith and (y) such claim has not been resolved within six (6) months of the initiation of such claim); provided, further, that the Investor Indemnified Parties shall be entitled to seek recourse directly from Navistar to the extent of any Damages in excess of the coverage limit of the R&W Insurance Policy but subject to Section 10.5.1(c) (if applicable), and (C) third, to the extent that the Investor Indemnified Parties have not recovered all such Damages pursuant to the foregoing clauses (A) and (B), from Navistar but subject to Section 10.5.1(c) (if applicable); provided, however, that nothing in this Section 10.5.4 shall limit the right of any Investor Indemnified Party to make a claim against Navistar in order to preserve the survival period set forth in Section 10.4. 10.5.5 Except with respect to (a) claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement in accordance with Section 11.11, (b) claims arising from Fraud, and (c) disputes regarding the determination of the Final Adjustment Amount (which shall be resolved and paid exclusively in accordance with Section 2.4), from and after the Closing, the rights of the Indemnified Parties under this Article 10 shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement. 10.5.6 All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Initial Closing Purchase Price at Closingfor all Tax purposes unless otherwise required by applicable law. 10.5.7 For purposes of determining the existence of, or the amount of any Damages owed pursuant to this Article 10 based upon or arising out of, any inaccuracy in or breach of any representation or warranty of any Party contained in this Agreement, such determination shall be made without regard to materiality, Material Adverse Effect or similar qualifications that may be contained therein; provided, that the foregoing shall not apply to the representations and warranties set forth in Section 3.5.1, Section 3.7, Section 3.27 or the word “Material” in the defined term Material Company Contract.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No amounts of indemnity shall be payable as a result of any claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(aarising under §8(b) unless and until the Buyer Indemnitees have suffered, incurred, sustained or become subject to Adverse Consequences referred to in that clause in excess of $5,000,000 in the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold AmountBasket”), at in which time case the Indemnitee(s) shall Buyer Indemnitees may bring a claim for all Adverse Consequences in excess of the Deductible. With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under §8(b)(i), the Seller Parties shall not be liable for any individual or series of related Adverse Consequences for a single underlying property which do not exceed $100,000 in the aggregate in relation to such property once the Basket is satisfied (the “Threshold”) (provided that all Adverse Consequences for underlying properties shall be counted for purposes of satisfying the Basket and those applied to satisfy the Basket shall be fully reimbursable to Buyer in excess of the Deductible once the Basket is satisfied). In the event the Seller Parties assume the defense of (or otherwise elect to negotiate or settle or compromise) any action or claim (other than an action or claim as to which no Basket, Deductible or Threshold applies) as described above, the Buyer Indemnitees shall reimburse the Seller Parties for all costs and expenses incurred by the Seller Parties in connection with such defense (or negotiation, settlement or compromise) to the extent that such costs and expenses (together with the Adverse Consequences of Buyer Indemnitees) do not exceed the amount of the remaining Basket, but once the Basket is exceeded, Seller Parties shall be responsible for the first dollar of all costs and expenses above the Deductible and shall promptly reimburse Buyer Indemnitees for all such Losses (including all Losses included within costs and expenses incurred by the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller Parties in connection with this Agreement; and such defense (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingor negotiation, settlement or compromise).

Limitations. Notwithstanding anything All obligations of Seller Indemnifying Parties under this Section 11.2 are subject to the contrary in this Agreementeach applicable limitation below: (ai) In no claim may event will: (A) the aggregate amount of indemnification paid by Seller for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price; (B) the aggregate amount of indemnification paid by the Other Seller Indemnifying Party for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed $500,000 in the aggregate and the survival period therefor set forth in Section 11.1(a)(iii) above shall be twelve (12) months instead of eighteen (18) months; and (C) any payment for Seller Indemnifiable Matters under Section 9.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) be made by to any Indemnitee(s) for indemnification pursuant to Section 11.2(a) Purchaser Indemnitee unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each payments owed by Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification all such Claims equals at least $50,000, after which all such Claims shall be paid from the first dollar; provided, however, that (x) as to Seller only, in no event will any of the Limitations apply to any Losses arising from out of or relating to any breach Fraud the part of the Company, Seller, or inaccuracy any Representative of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller foregoing in connection with this Agreement; and, any Transaction Document, or any Contemplated Transaction and (y) as to the Other Indemnifying Party only, in no event will any of the Limitations apply to any Losses arising out of or relating to the Other Indemnifying Party’s Fraud in connection with this Agreement, any Transaction Document, or any Contemplated Transactions, or such Other Indemnifying Party’s Fraud or gross negligence prior to the Effective Time. (eii) no Indemnitor shall have any right Subject to indemnification the Limitations and to the obligation to use Commercially Reasonable Efforts to seek recovery under available insurance pursuant to Section 11.2(e) with respect 11.8 below, all indemnification payments required to be made to any Purchaser Indemnitee in respect of Seller Indemnifiable Matters by Seller Indemnifying Parties will be: first, to the full extent available, offset against the Earnout Consideration, if any, which shall serve as the first source of recovery for any Seller Indemnifiable Matters, payable and deliverable to Seller in the chronological order of such payments, provided that, second, if no such Earnout Consideration has been earned, Purchaser shall have direct recourse against Seller; provided that, third, if no amount is recoverable as to the first, second and third above, in cash by Seller, provided that, fourth if no amount is recoverable as to the first, second and third above (or in the case of any intentional misconduct, intentional misrepresentation or gross negligence claimed within 12 months after the Effective Time, as provided in Section 11.2(b)(i)(y) above), in cash by the other Seller Indemnifying Party. (iii) For purposes of calculating the amount of Losses to which an Indemnified Person is entitled under this Article XI for Seller Indemnifiable Matters and for purposes of determining whether a Seller representation or warranty is inaccurate or has been breached, the extent terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality scrape will not (A) affect any “knowledge” qualifiers, or (B) apply to limit any list within representations and only to the extent) such Losses are duplicative warranties calling for scheduling of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing“material” items.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no If the Sale Transaction is consummated, recovery from the Escrow Amount shall be the sole and exclusive remedy under this Agreement for any claim for indemnification with respect to the Seller Representation Indemnities, except in the case of (i) Fraud; or (ii) any failure of any of the Fundamental Representations to be true and correct as set forth in Section 8.2(a)(i); provided, however, that from and after the First Release Date, the only claims for indemnification that may be made by any Indemnitee(sagainst the then remaining and unreleased portion of the Escrow Amount shall be: (x) for indemnification Claims with respect to the Fundamental Representations and IP Representations, and (y) Claims pursuant to Section 11.2(aany of Sections 8.2(a)(ii) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 through (the “Threshold Amount”v), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (b) In the maximum aggregate case of any claim for indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsthe Individual Shareholder Indemnities, each applicable Shareholder shall be limited severally and not jointly liable for any Damages resulting therefrom up to such Shareholder’s Pro Rata Share of the Purchase Price (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, including such SellerShareholder’s Pro Rata Share of the Escrow Amount) (the “Shareholder Liability Cap”); provided that the liability of any Shareholder for Damages arising out of its own Limited Fraud, and or Limited Fraud such Shareholder had actual knowledge of, shall not be limited under this Agreement. Notwithstanding anything herein to the contrary, the Seller Indemnifying Parties’ aggregate indemnification liability for Damages pursuant to this Article 8 shall not exceed the Purchase Price, except in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Fraud. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Subject to Section 11.2(a8.4(d), solely in the case of (X) any Claims by the Purchaser Indemnified Parties against Seller made with respect to the Seller Representation Indemnities, and (Y) any Claims by the Seller Indemnified Parties against Purchaser made with respect to the Purchaser Representation Indemnities: (i) the Indemnified Parties shall not be entitled to make such a claim Claim against the Indemnifying Parties unless the amount of Damages (excluding costs and expenses of the Indemnified Parties incurred in connection with making such a Claim) sought in such Claim (together with any other related or substantially similar Claims) exceeds USD $30,000 (the “Per-Claim Basket”); and (ii) the Indemnifying Parties shall not be liable to the Indemnified Parties for indemnification such a Claim unless and until the aggregate amount of all Damages incurred by the Indemnified Parties arising out of or resulting from any breach or inaccuracy in connection with the Seller Representation Indemnities (for Claims brought by the Purchaser Indemnified Parties) or the Purchaser Representation Indemnities (for Claims brought by the Seller Indemnified Parties), as the case may be, collectively (excluding all Damages that did not exceed the Per-Claim Basket) exceeds USD $7,000,000 (the “Deductible Basket”), provided that if the aggregate amount of any Fundamental Representations or pursuant such Damages exceeds the Deductible Basket, then (subject to Sections 11.2(b)-(ethe other limitations of this Section 8.4) the Indemnifying Party shall be limited liable for, and the Indemnified Parties shall be entitled to recover, the amount of such Damages in excess of the aggregate Deductible Basket, and the Deductible Basket shall thereafter permanently cease to the consideration actually received by such Seller pursuant apply to this Agreement;any future Claims. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementNotwithstanding Section 8.4(c), the breach Per-Claim Basket and the Deductible Basket shall not apply in the case of: (X) any Claims in respect of the Fundamental Representations, or (Y) any covenant Damages arising out of any other Seller in this Agreement or for the actions resulting from or inaction of any other Seller in connection with this Agreement; andany Fraud. (e) no Indemnitor shall have In the case of any right to claim for indemnification pursuant to Section 11.2(e) with respect to the IP Representations, the additional parameters set forth on Schedule 8.4(e) shall apply. (f) In the case of any Losses claim for indemnification with respect to the extent Purchaser Representation Indemnities, Purchaser shall be liable for any Damages resulting therefrom only up to: (i) the Purchaser Common Stock issuable to Seller under this Agreement, for breaches of Purchaser Fundamental Representations, and only (ii) the Escrow Amount, for breaches of all other Purchaser Representation Indemnities; provided that that the liability of Purchaser for Damages arising out of Fraud committed by or on behalf of Purchaser shall not be limited under this Agreement. (g) In determining whether a breach of a representation or warranty has occurred and in determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard contained in such representation or warranty shall be disregarded. (h) Notwithstanding anything herein to the extentcontrary, claims for indemnification for which the Seller Indemnifying Parties are liable under this Article 8 shall first be settled from the then-available Escrow Amount. After the available Escrow Amount is exhausted (whether due to claims for indemnification or release), any further claims for indemnification under this Article 8 shall be settled in cash subject to the other limitations in this Section 8.4. (i) such Losses are duplicative The amount of Losses that were included Damages for any Claim pursuant to this Agreement shall be net of: (i) the amount of any insurance policy proceeds or other third party recoveries actually received by the Indemnified Party with respect to the Damages forming the subject matter of the Claim; and (ii) any Tax benefits actually realized by Purchaser as a reduction in cash Taxes payable by it in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment taxable year such Damages are incurred (determined net of any Tax costs attributable to the Initial Closing Price at Closingreceipt or accrual of the corresponding indemnity payment).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless Liability of the Seller and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);Purchaser. (bi) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other Other than with respect to a claim Losses incurred in connection with the Excluded Liabilities and for indemnification arising from any breach indemnities and payments by the Seller required as set forth in Section 8.1(b), Section 8.1(c), Section 10.12 (Finished Goods Inventory) and Section 10.17 (******) the Seller Indemnitees aggregate Liability for all Losses under this Agreement (whether under this Article 8, Article 9 or inaccuracy otherwise) and the Ancillary Agreements (excluding the Strategic Supply and Technology Agreement, the SSTA Side Letter, the Manufacturing Agreement and the other agreements and instruments contemplated in such agreements) will in no event exceed €******. For the avoidance of any Fundamental Representationsdoubt, any amount to be paid by the Seller in relation to any Liabilities related to employees as contemplated by Section 1.4(g) (including any attorney fees, court costs or similar expenses) shall not be limited to (i) taken into consideration in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share calculation of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share maximum Liability of the Escrow Amount plus the Earnout Payment (if any);Seller set forth above. [Limitation of liability redacted] (cii) The Purchaser Indemnitees and the maximum aggregate indemnification obligation Seller Indemnitees, respectively, will not be entitled to recover for any Losses arising under any Seller Representations or Purchaser Representations unless and until such time as the total amount of each Losses that have been incurred by any one or more of the Purchaser Indemnitees or the Seller Indemnitees under the Seller Representations or Purchaser Representations exceeds €****** (the “Threshold”). If the total amount of such Losses exceeds the Threshold, then the Purchaser Indemnitees or the Seller Indemnitees, as applicable, will be entitled to be indemnified for money damages pursuant to Section 11.2(aall Losses from the first dollar of Losses. [Minimum limitation amount redacted] (iii) with respect to a claim for indemnification arising from any breach or inaccuracy For purposes of this Article 8 and without limiting the effect of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited other limitation contained in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; Article 8, (dA) no Seller shall Representation is deemed to be liable or have any indemnification obligation for been inaccurate if the breach Purchaser had actual knowledge of any representations or warranty made by any other Seller in Article IV such inaccuracy as of the date of this Agreement, and (B) no Purchaser Representation is deemed to be or have been inaccurate if the breach Seller had actual knowledge of any covenant such inaccuracy as of any other Seller in this Agreement or for the actions or inaction date of any other Seller in connection with this Agreement; and provided, however, that the party asserting that the other party had knowledge shall have the burden of proving such knowledge. Subject to Section 5.9(a), (ex) no Indemnitor investigation by the Purchaser or the Seller following the date hereof shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to affect the extent Seller Representations and the Purchaser Representations, respectively, and (and only to the extenty) such Losses are duplicative Seller Representations and Purchaser Representations shall not be affected or deemed waived by reason of Losses the fact that were included the Purchaser or the Seller, respectively, learned after the date hereof that any of the same is or might be inaccurate in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingany respect.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Neither party shall be entitled required to indemnification for all such Losses indemnify or otherwise be liable to any Person with respect to any claim under this Article 10 unless notice of the claim is given (i) with respect to any claim relating to title to the Assets, Taxes, obligations or liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, on or before the date that is sixty days after the expiration of the applicable statute of limitations (including all Losses included within the Threshold Amount); extensions thereof) and (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (iii) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇any other claim, within eighteen months after the Closing Date. (b) Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 unless the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such Seller’s Pro Rata Share of the Escrow Amount, and breaches exceed in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);aggregate $200,000. (c) the maximum aggregate indemnification obligation of each Buyer shall not be required to indemnify or otherwise be liable to any Seller for money damages pursuant to Section 11.2(a) Indemnified Parties with respect to a any claim for indemnification under this Article 10 unless the Losses suffered or incurred by all Seller Indemnified Parties arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited all such breaches exceed in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;$200,000. (d) no Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or have incurred by all Buyer Indemnified Parties arising from all such breaches (other than Losses for which the Buyer Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (e) Buyer shall not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches (other than Losses for which the Seller Indemnified Parties are not entitled to indemnification obligation for pursuant to the breach other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (f) The foregoing limitations in this Section 10.5 shall not limit (i) the right of any representations Buyer Indemnified Party to indemnification with respect to any claim covered by Section 10.2(d) or, except as expressly provided in Section 10.5(a), any claim relating to title to the Assets, Taxes, obligations or warranty made liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, (ii) the right of any other Seller Indemnified Party to indemnification with respect to any claim covered by Section 10.3(d), or (iii) the right of any Person to be indemnified for Losses resulting from either party’s fraud. The limitations in Article IV of this AgreementSection 10.5(b), Section 10.5(c), Section 10.5(d), and Section 10.5(e) shall not apply to the breach enforcement of any covenant of either party to make any payment to the other Seller in party pursuant to any provision of this Agreement (excluding this Article 10), and payments made or required to be made pursuant to such provisions shall not be considered Losses for the actions purposes of Section 10.5(b), Section 10.5(c), Section 10.5(d), or inaction of any other Seller in connection with this Agreement; andSection 10.5(e). (eg) no Indemnitor shall have Buyer and Seller acknowledge and agree that any right to indemnification pursuant to claims made by Buyer under Section 11.2(e) with respect to any Losses 10.2(d), in addition to the extent Purchase Price reduction set forth in Section 2.5(d), shall expressly exclude any special, incidental, or consequential damages (and only such as lost profits) as a result of Buyer’s failure to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingassign any Retained Lease.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the Hesco Affiliates shall have no obligation to indemnify the Hi-Rise Affiliates hereunder: (ai) no claim may be made by any Indemnitee(s) for indemnification pursuant unless, with respect to Section 11.2(a) unless and until matters unrelated to Taxes (as defined in the Merger Agreements), the aggregate amount of Losses for incurred by the Hi-Rise Affiliates to which the Indemnitee(s) seeks Hi-Rise Affiliates have the right to be indemnified under this Agreement exceeds $250,000 (and then from the first dollar of such Losses) (the "Hesco Basket"); and (ii) with respect to matters related to Taxes (including, but not limited to penalties and interest), unless and only to the extent the aggregate amount of Losses incurred by the Hi-Rise Affiliates to which the Hi-Rise Affiliates have the right to be indemnified hereunder exceeds $350,000 without giving effect to the Hesco Basket (the "Hesco Tax Basket"); PROVIDED, HOWEVER, that the Hesco Tax Basket shall be inapplicable with respect to (A) Losses arising from Taxes directly attributable to the disallowance of deductions claimed by the Hesco Affiliates which are determined by applicable taxing authorities to be expenses of or benefiting the Shareholder and/or (B) Losses arising from Taxes directly attributable to the underreporting of gross income of the Hesco Affiliates as determined by applicable taxing authorities; and (iii) for any amount of Losses in excess of $4,500,000, it being understood that the sole recourse of the Hi-Rise Affiliates to recover such $4,500,000 shall be to (i) $1,000,000 cash and (b) the shares of the common stock, par value $.01, of Hi-Rise received by the Shareholder pursuant to Section 11.2(athe terms of the Merger Agreements (and the proceeds thereof) exceeds $50,000 (the “Threshold Amount”"Hesco Cap"); PROVIDED, at which time HOWEVER, the Indemnitee(sHesco Basket, the Hesco Tax Basket and the Hesco Cap shall not apply to any Losses relating to the breach of any representation and/or warranty contained in the Merger Agreements relating to (i) the ownership of the capital stock of Hesco and its subsidiaries and Atlantic Maintenance and (ii) environmental liabilities; PROVIDED FURTHER, HOWEVER, the Hesco Cap shall be entitled not apply to indemnification for all such Losses (including all Losses included within relating to the Threshold Amount);breach of any representation and/or warranty contained in the Merger Agreement relating to Taxes. (b) Notwithstanding anything to the maximum aggregate indemnification contrary contained in this Agreement, the Hi-Rise Affiliates shall have no obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to indemnify the Hesco Affiliates hereunder: (i) in unless the case aggregate amount of ▇▇▇▇ Losses incurred by the Hesco Affiliates to which the Hesco Affiliates have the right to be indemnified under this Agreement exceeds $ 250,000 (and ▇▇▇▇▇▇▇▇▇▇, then from the first dollar of such Seller’s Pro Rata Share of Losses) (the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any"Hi-Rise Basket");; and (cii) for any amount of Losses in excess of $4,500,000 (the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;"Hi-Rise Cap"). (d) Notwithstanding anything to the contrary contained herein, no Seller party shall be liable for incidental, consequential, exemplary, punitive or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller similar damages in connection with this Agreement; andherewith. (e) no Indemnitor Notwithstanding anything to the contrary set forth herein or in the Merger Agreements, absent fraud including, without limitation, misrepresentations which are clearly shown to be made with the intent to deceive, the remedies of the parties under this Agreement and the Merger Agreements with respect to breaches of representations and warranties shall be strictly limited to those contained in Section 1 hereof, and except for equitable remedies such indemnification obligations shall be the sole and exclusive remedies of the parties subsequent to the Closing Date with respect to any matter relating to this Agreement or the Merger Agreements. (f) Notwithstanding anything to the contrary set forth herein or in the Merger Agreements, Losses shall be calculated after giving effect to any insurance benefits or tax benefits actually realized in respect of the Losses for which indemnification payments are sought. (g) Notwithstanding anything to the contrary set forth herein or in the Merger Agreements, none of the Hi-Rise Affiliates shall have any right to indemnification pursuant to Section 11.2(e) of set-off with respect to any Losses obligations to any of the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingHesco Affiliates.

Limitations. Notwithstanding anything to the contrary any other provision in this Agreement: (a) no claim may Article IX, Parent will be made by any Indemnitee(s) for entitled to indemnification pursuant to Section 11.2(a) unless and until this Article IX only to the extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article IX disregarding any qualification in any representation or warranty as to "materially" or "material" or "material adverse effect") exceed Five Hundred Thousand Dollars ($500,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. For purposes of Losses for indemnification under this Agreement, each Parent Merger Share shall at all times be valued at the Parent Average Closing Price. The aggregate amount to which the Indemnitee(s) seeks Parent will be entitled to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (this Article IX will not exceed a dollar amount equal to the “Threshold Amount”), at which time value of the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation number of each Seller for money damages Escrow Shares held in escrow pursuant to Section 11.2(a)the terms of the Escrow Agreement valued at the Parent Average Closing Price per share, other than with respect to a claim and the liability of any single stockholder for indemnification arising from any breach or inaccuracy of any Fundamental Representations, obligations pursuant to this Article IX shall be limited to (i) such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Escrow Shares deposited in escrow by such stockholder relative to the case aggregate number of Escrow Shares and the aggregate liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such stockholder; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'▇.▇▇▇ and or its Subsidiaries, or for any stockholder of INT'▇.▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share ▇ for breaches of the Escrow Amount, and any representation or warranty contained in the case Letter of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received Transmittal delivered by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingstockholder.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No claim may shall be made by any Indemnitee(s) Indemnified Party for indemnification pursuant to Section 11.2(a10.2(a)(i) or Section 10.2(a)(viii) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks Indemnified Parties seek to be indemnified pursuant to Section 11.2(a10.2(a)(i) and Section 10.2(a)(viii) exceeds $50,000 875,000 (the “Threshold Amount”), at which time the Indemnitee(s) Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (b) the The maximum aggregate indemnification obligation of each Seller for money damages Stockholder pursuant to Section 11.2(a10.2(a), other than with respect to a any claim for indemnification arising from any breach or inaccuracy regarding the failure of any Fundamental RepresentationsRepresentation to be true and correct (for which a claim may be made without regard to the limitations in this Section 10.3(b)), shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, amount equal to such SellerStockholder’s Pro Rata Share of the Escrow Amount, . (c) The indemnification obligation of each Stockholder for money damages pursuant to Section 10.2(a) with respect to any claim regarding the failure of any Fundamental Representation to be true and in correct shall be limited to such Stockholder’s Pro Rata Share of the case Merger Consideration actually received pursuant to this Agreement and the Merger (including deemed receipt of Jadevaia, such SellerStockholder’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyAmount);. (cd) Notwithstanding anything to the maximum aggregate contrary in Section 10.3(b) or Section 10.3(c), the indemnification obligation of each Seller Stockholder for money damages pursuant to Section 11.2(a10.2(a) or otherwise with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or and all claims pursuant to Sections 11.2(b)-(eSection 10.2(a) shall be limited in to such Stockholder’s Pro Rata Share of the aggregate to the consideration Merger Consideration actually received by such Seller pursuant to this Agreement;Agreement and the Merger (including deemed receipt of such Stockholder’s Pro Rata Share of the Escrow Amount). (de) no Seller No claim shall be liable made by any Stockholder or have the Stockholder Representative on behalf of any indemnification obligation Stockholder for the breach of any representations representation or warranty made by Parent or Merger Sub unless and until the aggregate amount of damages claimed by the Stockholders exceeds the Threshold Amount, at which time the Stockholders or the Stockholder Representative shall be entitled to make a claim for all such damages, including those within the Threshold Amount. The maximum aggregate liability of Parent and Merger Sub for money damages for breach of their representations and warranties shall be limited to the amount equal to the 12.5% of the Merger Consideration actually paid to the Stockholders pursuant to this Agreement and the Merger. (f) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnified Parties based on such representations, warranties, covenants and obligations, will not be limited or affected by any other Seller investigation conducted by Parent or Merger Sub or any agent of Parent or Merger Sub with respect to, or any knowledge acquired (or capable of being acquired) by Parent or Merger Sub or any agent of Parent or Merger Sub at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation, and no Indemnified Party shall be required to show that it relied on any such representation, warranty, covenant or obligation of the Company in order to be entitled to indemnification pursuant to this Article X. The waiver by Parent or Merger Sub of any conditions set forth in Article IV IX will not affect or limit the provisions of this Article X in any manner. (g) Parent, Merger Sub, the LLC and the Indemnified Parties agree that their sole and exclusive remedy for money damages for any matters relating to this Agreement, the breach of Escrow Agreement and any covenant of any other Seller certificate or instrument delivered pursuant hereto shall be the rights to indemnification set forth in this Article X. Notwithstanding anything in this Article X to the contrary, nothing in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and shall limit (ei) no Indemnitor shall have any right to indemnification pursuant to or remedy for fraud or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance; provided, that the limitations on monetary damages set forth in Section 11.2(e10.3(d) with respect shall apply to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses Stockholder that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingdoes not actually commit any fraud.

Limitations. Notwithstanding anything (i) The obligation of the Preferred Shareholders to indemnify ICOA and the other indemnified Persons under this Section 7.2 shall be ICOA's sole remedy under this Agreement against the Preferred Shareholders in the absence of fraud or willful misrepresentation, and the sole source for satisfaction of any and all indemnifiable Claims asserted by ICOA against the Preferred Shareholders shall be that portion of the Immediate Shares held by the Escrow Agent pursuant to the contrary in terms and conditions of the Offset Escrow Agreement. For the avoidance of doubt, (x) under no circumstances shall any Preferred Shareholder be monetarily liable to ICOA or any other indemnified Person by virtue of this Agreement:Agreement or the transactions contemplated hereby, and (y) none of the shares of ICOA Common Stock that TNS is to receive by virtue of the TNS Agreement (or the warrant granted thereby) shall be a source for the satisfaction of any indemnifiable Claim asserted by ICOA against the Preferred Shareholders. (aii) no claim may Notwithstanding any provision hereof to the contrary, ICOA shall not be made by entitled to recover for any Indemnitee(s) for indemnification Damages or deliver the first Offset Notice pursuant to Section 11.2(a) unless and 7.3 hereof until such time as the Damages in the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds reasonably claimed by ICOA exceed $50,000 40,000 (the “Threshold Amount”"Damage Threshold"), at which time the Indemnitee(s) ICOA shall be entitled to indemnification be indemnified against and compensated and reimbursed only for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) Damages in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow AmountDamage Threshold. Notwithstanding any other provision hereof, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller Preferred Shareholder shall be liable or have any indemnification obligation to ICOA for indemnifiable Claims for more than his pro rata share of the breach Immediate Shares held by the Escrow Agent, based on the number of Immediate Shares to which the Preferred Shareholder is entitled as of the Effective Time, of any representations or warranty made Damages. (iii) In the event Immediate Shares are to be distributed to ICOA by any other Seller the Escrow Agent in Article IV of this Agreementsatisfaction on an indemnifiable Claim asserted by ICOA against the Preferred Shareholders, the breach number of any covenant Immediate Shares to be distributed to ICOA shall be valued at the greater of any $0.06 or the Closing Bid Price on the first trading day prior to distribution. (iv) The obligation of ICOA to indemnify the Preferred Shareholders and the other Seller in indemnified Persons under this Section 7.2 shall be the sole remedy of the Preferred Shareholders under this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included against ICOA in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingabsence of fraud or willful misrepresentation.

Limitations. Notwithstanding anything The indemnification provided for in Section 14.1 and 14.2 will be subject to the contrary following limitations: 14.3.1 No Seller Party will have any obligation to indemnify any Purchaser Indemnitee from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty or covenant of that Seller Party contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and Agreement until the Purchaser Indemnitees have suffered Losses by reason of all breaches by Seller Parties in excess of an aggregate amount deductible of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 *** (the “Threshold AmountBasket”), at which time whereupon the Indemnitee(s) shall Purchaser Indemnitees will be entitled to indemnification thereunder for all such Losses (including all back to the first dollar of the Basket). 14.3.2 Neither Purchaser nor Parent will have any obligation to indemnify any Seller Indemnitee from and against any Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)resulting from, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsout of, shall be limited to (i) relating to, in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇nature of, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received caused by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller Purchaser or Parent contained in this Agreement or for until the actions or inaction Seller Indemnitees have suffered Losses by reason of any other all such breaches in excess of the Basket, whereupon the Seller in connection with this Agreement; and (e) no Indemnitor shall have any right Indemnitees will be entitled to indemnification pursuant to Section 11.2(e) with respect to any thereunder for all such Losses (back to the extent (first dollar of the Basket). 14.3.3 The parties acknowledge and only agree that the foregoing indemnification provisions in this Section 14 will be the sole and exclusive remedies of the Purchaser Indemnitees and the Seller Indemnitees, and each party’s indemnification obligations under this Agreement will be limited to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment amount equal to the Initial Closing Price at Closing.***. ***

Limitations. Notwithstanding anything In no event shall either Party in the aggregate be liable for any Adverse Consequences as to the contrary in this Agreement: (a) no any claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) 9.2 unless and until such Adverse Consequences exceed $50,000, in which case such Party shall be liable for all Adverse Consequences from the first dollar up to an aggregate amount of Losses for which not to exceed the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (Purchase Price; provided, however, that the “Threshold Amount”), at which time the Indemnitee(s) Buyer Indemnified Persons shall be entitled required to first exhaust the Escrow Amount prior to seeking further indemnification recourse directly against Seller, and such recourse may include forfeiture of Closing Shares. Notwithstanding the foregoing, there shall be no minimum amount for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Adverse Consequences arising from or relating to Section 11.2(a)Seller’s fraud or intentional misrepresentations, other than with respect to a claim for indemnification arising from any pursuant to Sections 9.2(viii)-(ix), a breach or inaccuracy of any Fundamental Representationsrepresentation or covenant set forth in Section 3.11 (Tax Matters), shall be limited to Section 3.28 (iEducation Approvals; Compliance with Education Laws), Section 5.9 (Tax Matters) in the case or Section 10 (Tax Matters), or any fine or penalty imposed on Seller or Buyer as a result of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of (or its agents) actions or omissions prior to the Escrow AmountEffective Date. Notwithstanding the foregoing, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) except with respect to a claim fraud (including intentional misrepresentation but excluding negligent misrepresentation), breaches of the Seller Fundamental Reps and claims for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) 9.2(viii), there will be an aggregate ceiling of the Purchase Price on the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of breaches of the representations and warranties of Seller contained in Section 3. Notwithstanding the foregoing, except with respect to any Losses fraud (including intentional misrepresentation but excluding negligent misrepresentation) and breaches of the Buyer Fundamental Reps, there will be an aggregate ceiling of the Purchase Price on the obligation of Buyer to indemnify Seller from and against Adverse Consequences resulting from, arising out of breaches of the extent (representations and only to the extent) such Losses are duplicative warranties of Losses that were included Buyer contained in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingSection 4.

Limitations. Notwithstanding anything to the contrary contained in this Agreement: , (ai) no claim may be made by any Indemnitee(s) for indemnification the Seller Indemnitors shall not have an obligation to indemnify Purchaser Indemnitees pursuant to Section 11.2(a7.1(a)(i) unless and until the aggregate amount of Losses for incurred by any Purchaser Indemnitees to which the such Purchaser Indemnitee(s) seeks has the right to be indemnified under Section 7.1(a)(i) exceeds $100,000 (the “Basket”) at which point, the J&S Seller Indemnitors, jointly and severally, and the Several Seller Indemnitors, severally but not jointly, shall indemnify the Purchaser Indemnitees for the full amount of all such Losses, subject to the Indemnification Cap and the other limitations set forth herein, (ii) the Purchaser Indemnitors shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 11.2(a7.1(b)(i) unless the aggregate amount of Losses incurred by any Seller Indemnitee(s) exceeds $50,000 (the “Threshold Amount”)Basket, at which time point the Indemnitee(s) Purchaser Indemnitors shall be entitled to indemnification indemnify the Seller Indemnitees for the full amount of all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)Losses, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate subject to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for Indemnification Cap and the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; limitations set forth herein and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Buyer’s entitlement to indemnification (or any Indemnitee(sother Person’s entitlement to indemnification if such Person is claiming indemnification through Buyer) for indemnification pursuant to Section 11.2(a10.02(a) shall be limited by the following limitations (other than with respect to breach of a Seller Fundamental Representation or a Tax Representation, or with respect to fraud, which in each case shall not be subject to the limitations provided in this Section 10.04(a)): (i) Buyer (or such other Person) shall not be entitled to seek indemnification with respect to any individual Loss unless and until the aggregate amount such Loss (together with all related Losses) is greater than $50,000, in which event SkyWest shall only be responsible for such Losses in excess of Losses for which the Indemnitee(ssuch amount; (ii) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Buyer (the “Threshold Amount”), at which time the Indemnitee(sor such other Person) shall be entitled to seek indemnification for Losses arising from the inaccuracy or breach of any representation or warranty only if the aggregate amount of all such Losses (including all exceeds an amount equal to $1,000,000, in which event SkyWest shall be responsible only for such Losses included within the Threshold Amount);in excess of such amount. (b) No indemnifying Person shall be liable for any Losses that are subject to indemnification under Section 10.02 or Section 10.03 unless notice is delivered by the maximum aggregate indemnification obligation of each Seller for money damages indemnified Person to the indemnifying Person with respect thereto pursuant to Section 11.2(a10.05(a) or Section 10.05(d) prior to 5:00 P.M. Central time on the final date pursuant to Section 10.01. Notwithstanding the foregoing, any Claim for indemnification under this Agreement that is brought prior to such time will survive until such matter is resolved. (c) Under no circumstances shall any party be entitled to duplicate recovery under this Agreement with respect to any indemnification claim pursuant to this Article 10. Nor shall the Buyer Group be entitled to recovery under this Article 10 to the extent any Person entitled to indemnification from SkyWest under the Stock Purchase Agreement has made (or is making) a Claim seeking indemnification from SkyWest (in its capacity as “Seller” under the Stock Purchase Agreement) or its Representatives for the same Loss under the Stock Purchase Agreement. Buyer agrees that, in its corporate capacity (as opposed to its capacity as a shareholder of ManaAir LLC), it will not bring a Claim for Losses suffered by Seller; provided, however, that this sentence shall not prevent Buyer and Seller (in its capacity as the “Company” under the Stock Purchase Agreement) from bringing any Claim or combination of Claims against SkyWest filed in a single proceeding, subject to the first and second sentences of this clause (c). (d) Under no circumstances shall the aggregate indemnification to be paid by SkyWest under Section 10.02(a) exceed an amount equal to $10,000,000 with respect to breaches or inaccuracies of representations and warranties other than the Seller Fundamental Representations or Tax Representations (but subject to the further limitation in the last sentence of this subsection (d)). Additionally, notwithstanding any other provision in this Agreement or the Stock Purchase Agreement to the contrary, (I) other than with respect to a claim for indemnification arising from any breach or inaccuracy of any (x) Seller Fundamental Representations and Tax Representations under this Agreement and (y) “Seller Fundamental Representations”, shall be limited to “Environmental Representations” and “Tax Representations” (i) as such terms are defined in the case Stock Purchase Agreement), SkyWest’s and its Representatives’ collective indemnification obligations under this Agreement and the Stock Purchase Agreement for breaches or inaccuracies of ▇▇▇▇ representations and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of warranties under this Agreement and the Escrow Amount, and Stock Purchase Agreement shall in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited no event exceed $10,000,000 in the aggregate to (as also set forth under Section 11.04(d) of the consideration actually received by such Seller pursuant to this Stock Purchase Agreement; ) and (dII) no Seller shall be liable or have any SkyWest’s and its Representatives’ collective indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in obligations under this Agreement or for and the actions or inaction Stock Purchase Agreement shall in no event exceed the sum of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included “Gross Purchase Price” as defined in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to Stock Purchase Agreement plus the Initial Closing Price at ClosingPurchase Price.

Limitations. Notwithstanding anything Subject to Section 1.3, Section 1.6, Section 6.10, Section 8.3(d), Section 8.3(e), Section 9.2 and Section 9.8, from and after the contrary Closing, this Section 8 shall be the sole and exclusive remedy of the parties with respect to any and all claims that any party may have based upon, arising out of, or otherwise in respect of this Agreement:. (a) no claim may The Seller shall not be made required to make any indemnification payment pursuant to Section 8.2(a)(i) until such time as (i) the total amount of all Damages relating to any breach (with the understanding that any Damages relating to any indemnification claims arising out of or relating to the same or similar facts, events or circumstances will be aggregated and treated as a single breach for the purposes of this Section 8.3(a)(i)) exceeds [*****] (the “Claim Threshold”), at which point the Seller will indemnify the Purchaser Indemnitees, subject to the other applicable limitations in this Section 8, for any such Damages, and (ii) the total amount of all Damages that have been suffered or incurred by any Indemnitee(sthe Purchaser Indemnitees pursuant to Section 8.2(a)(i), excluding Damages for which indemnification is not available as a result of the application of the Claim Threshold, exceeds [*****] (the “Deductible”), at which point the Seller will indemnify the Purchaser Indemnitees for all Damages under Section 8.2(a)(i) in excess of [*****], and the Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a8.2(a)(i) unless and until will not exceed [*****] in the aggregate amount of Losses for which (the Indemnitee(s) seeks “Cap”). [*****] The Claim Threshold, Deductible and Cap shall not apply to be indemnified indemnification claims pursuant to Section 11.2(a8.2(a)(ii) through Section 8.2(a)(vii). Without limiting the other provisions of this subsection (a), the Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(a)(i) through Section 8.2(a)(vi) will not exceed the aggregate Purchase Price paid to the Seller. The Seller will indemnify the Purchaser Indemnitees for Damages pursuant to Section 8.2(a)(vii) without limitation. For the avoidance of doubt, the dollar thresholds set forth in Section 2.15(f) shall (X) only apply to indemnification claims specifically brought by a Purchaser Indemnitee for a breach of Seller’s representation in Section 2.15 (which indemnification claims shall remain subject to the other limitations contained in this Section 8.3, as applicable) and (Y) not otherwise limit any indemnification claims brought by a Purchaser Indemnitee for a breach of any other representation, warranty and covenant under this Agreement. (b) The Seller shall not be required to make any indemnification payment to the extent that such payment solely results from or solely relates to (i) a breach of a representation or warranty made by the Seller under Section 2.18, (ii) a breach of a covenant or obligation under Section 6, and/or (iii) an indemnification claim under Section 8.2(a)(v), until such time as the total amount of all Damages that have been suffered or incurred by the Purchaser Indemnitees under subparts (i), (ii) and (iii) above, in the aggregate exceeds $50,000 [*****] (the “Threshold AmountTax Deductible”), at which time point the Indemnitee(s) shall be entitled to indemnification Seller will indemnify the Purchaser Indemnitees for all such Losses (including all Losses included within Damages in excess of the Threshold Amount);Tax Deductible. (bc) the maximum aggregate The Purchaser shall not be required to make any indemnification obligation of each Seller for money damages payment pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to 8.2(b)(i) until such time as (i) the total amount of all Damages that have been suffered or incurred by the Seller Indemnitees pursuant to Section 8.2(b)(i) relating to any breach (with the understanding that any Damages relating to any indemnification claims arising out of or relating to the same or similar facts, events or circumstances, will be aggregated and treated as a single breach for the purposes of this Section 8.3(c)(i)) exceeds the Claim Threshold, at which point the Purchaser will indemnify the Seller Indemnitees, subject to the other applicable limitations in this Section 8, for any such Damages and (ii) the total amount of all Damages that have been suffered or incurred by one or more of the Seller Indemnitees under Section 8.2(b)(i), excluding Damages for which indemnification is not available as a result of the application of the Claim Threshold, exceeds the Deductible, at which point the Purchaser will indemnify the Seller Indemnitees for all Damages under Section 8.2(b)(i) in excess of [*****], and the Purchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(b)(i) will not exceed the Cap. The Claim Threshold, Deductible and Cap shall not apply to indemnification claims pursuant to Section 8.2(b)(ii) through Section 8.2(b)(iv), and the Purchaser will indemnify the Seller Indemnitees for aggregate Damages pursuant to Sections 8.2(b)(ii) and Section 8.2(b)(iii) up to the aggregate Purchase Price paid to the Seller. The Purchaser will indemnify the Seller Indemnitees for Damages pursuant to Section 8.2(b)(iv) without limitation. (d) Notwithstanding anything contained herein to the contrary, this Section 8 shall not set forth the sole and exclusive remedy for (i) the Purchaser Indemnitees in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share common law fraud of the Escrow AmountSeller or any of its Affiliates or any director, and manager, officer, employee, equityholder, agent or representative of any of the foregoing or (ii) the Seller Indemnitees in the case of Jadevaia, such Seller’s Pro Rata Share common law fraud of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation Purchaser or any of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from its Affiliates or any breach director, manager, officer, employee, equityholder, agent or inaccuracy representative of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in of the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andforegoing. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses Notwithstanding anything contained herein to the extent (and only contrary, nothing herein shall limit either party’s ability to the extent) such Losses are duplicative enforce its rights under this Agreement or any Ancillary Agreement by a decree of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingspecific performance or injunctive or other equitable relief.

Limitations. Notwithstanding anything The indemnification provided for in this Section ----------- 6.2 shall be subject to the contrary in this Agreementfollowing provisions: (ai) no claim may Seller shall not be made by any Indemnitee(s) obligated to make indemnification payments pursuant to this Section 6.2 for breach of representations or warranties set forth herein until the aggregate amounts for indemnification hereunder exceed $3.0 million (the "Deductible"), whereupon Seller shall be obligated to pay in full all such amounts for indemnification in excess of the Deductible, subject to clause (iii) below; provided that this subsection shall not apply to a misrepresentation or breach of warranty by Seller contained in Sections 2.1(b) (i), (c) and (q) and shall not apply to the indemnification obligations set forth in Sections 6(a)(ii) through (v); (ii) Buyer shall not be obligated to make indemnification payments for breach of representations or warranties pursuant to this Section 11.2(a6 until the aggregate amounts for indemnification hereunder exceed the Deductible, whereupon Buyer shall be obligated to pay in full all such amounts for indemnification in excess of the Deductible, subject to clause (iii) unless and until below; provided that this subsection shall not apply to the indemnification obligations set forth in Sections 6(b)(ii) through (iv). (iii) Neither Buyer nor Seller shall be obligated to make indemnification payments pursuant to this Section 6.2 for Losses arising out of or related to breaches of representations or warranties set forth herein in excess of $100 million in the aggregate. (iv) For purposes of determining the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)Loss suffered by an Indemnified Party, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ representation and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller contained in this Agreement for which indemnification is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or for the actions or inaction of any other Seller in connection with this Agreement; and (ewarranty has occurred) no Indemnitor shall have any right without regard to indemnification pursuant qualifications as to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses materiality that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingmay be contained therein.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant Subject to Section 11.2(a10.4, notwithstanding any provision contained in this Agreement or in any Ancillary Agreement (other than the Escrow Agreement), or in any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith to the contrary, in no event shall the Seller be liable for (i) unless and any claim for Damages under this Agreement or under any Ancillary Agreement (other than the Escrow Agreement), or in any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith until such time as all Damages suffered by all Buyer Indemnified Parties hereunder that are otherwise indemnifiable under this Agreement or under any Ancillary Agreement (other than the Escrow Agreement), or in any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith shall exceed a threshold of * * * * in the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold AmountDeductible”), at after which time point only claims in excess of the Indemnitee(s) Deductible shall be entitled recoverable and (ii) all indemnification obligations of Seller in respect of Damages under this Agreement or under any Ancillary Agreement (other than the Escrow Agreement), or in any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith shall not in the aggregate exceed * * * * (the “Claims Limitation”), which amounts shall be paid first from the Escrow Account; provided, however, that the Deductible and the Claims Limitation shall not apply * * * * *. For purposes of clarity, the Deductible shall not reduce Seller’s indemnification obligation hereunder to indemnification for all such Losses (including all Losses included within the Threshold Amount);less than * * * *. (b) The amount of any Damages for which indemnification is provided under this Article X shall be (i) reduced by any amounts actually received by the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Indemnitee under insurance policies with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited such Damages and (ii) deemed adjustments to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Purchase Price. (c) the maximum aggregate indemnification obligation of each Seller agrees that its and all Seller Indemnified Parties’ sole and exclusive remedies at law or in equity for money damages pursuant to Section 11.2(a) with respect to a claim Damages for indemnification any matters arising from this Agreement, the Ancillary Agreements (other than the Escrow Agreement) and any breach schedule, certificate, instrument, agreement or inaccuracy of any Fundamental Representations document delivered pursuant hereto or pursuant to Sections 11.2(b)-(e) thereto shall be limited the rights to indemnification set forth in this Article X. Buyer agrees that its and all Buyer Indemnified Parties’ sole and exclusive remedies at law and in equity for Damages for any matters relating to or arising from this Agreement (other than injunctive relief under Section 12 and Annexes 1 and 2) the aggregate Ancillary Agreements (other than the Escrow Agreement) and any schedule, certificate, instrument, agreement or document delivered pursuant hereto or thereto shall be the rights to the consideration actually received by such Seller pursuant to indemnification set forth in this Agreement;Article X. (d) no Buyer shall look first to the Escrow Account for recovery for Damages subject to indemnification hereunder until such time as the Escrow Amount is exhausted by claims or distributed to the Seller. (e) Neither Buyer nor Seller shall be liable or have any indemnification obligation to the other for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller punitive damages in connection with this Agreement; and direct claims against the other (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) i.e., claims other than those asserted by a third party). Buyer and Seller acknowledge and agree that punitive damages awarded in connection with respect to any Losses a third party claim that is indemnifiable hereunder are direct damages of the Indemnitee and are fully recoverable hereunder subject to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinglimitations above.

Limitations. Notwithstanding anything All obligations of the Converting Holders under this Section 10.2 are subject to the contrary in this Agreementeach applicable limitation below: (ai) In no claim may be made event will: (A) the aggregate amount of indemnification paid by any Indemnitee(s) the Company for indemnification all Company Indemnifiable Matters owed to Purchaser Indemnitees pursuant to Section 11.2(a10.2(a) (other than with respect to breach of Fundamental Company Representations and Company Tax Representations) exceed $50,000,000; (B) the aggregate amount of indemnification paid by the Company for all other Company Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price actually received by such Converting Holder and (B) any payment for Company Indemnifiable Matters (other than with respect to Fundamental Company Representations and Company Tax Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within payments owed by the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Company with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsall such Claims equals at least $1,000,000, in which case all such Claims shall be limited paid from the first dollar; provided, however, that in no event will any of the Limitations apply to any Losses arising out of or relating to any Fraud. (iii) in Subject to the case of ▇▇▇▇ Limitations, the Company will be jointly and ▇▇▇▇▇▇▇▇▇▇severally liable to Purchaser Indemnitees for any and all Company Indemnifiable Matters. Subject to the Limitations, such Seller’s each Converting Holder shall only be liable for his, her or its Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);indemnifiable Losses. (ciii) Subject to the maximum aggregate Limitations, all indemnification obligation payments required to be made to any Purchaser Indemnitee in respect of Company Indemnifiable Matters by the Company will be paid at each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach Converting Holder’s discretion, in cash or inaccuracy Purchaser Shares. If paid in Purchaser Shares, the value of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) such Purchaser Shares shall be limited in at the aggregate to price per share attributed for the consideration actually received by such Seller pursuant to this Agreement;Closing. ​ (div) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by Notwithstanding any other Seller in Article IV provision of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor Converting Holders shall not have any right liability or indemnification obligation with respect to indemnification pursuant to Section 11.2(e(i) the amount or availability of or any limitation on any net operating loss, capital loss, Tax credit, Tax basis or other Tax attribute of the Company or any of its Subsidiaries, or (ii) any Taxes of the Purchaser or its Affiliates (including the Company and its Subsidiaries) with respect to any taxable period beginning after the Closing Date. (v) For purposes of determining the amount of indemnifiable Losses hereunder, but not for purposes of determining whether the Company representation or warranty is inaccurate or has been breached, the terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality limitation will not (A) affect any “knowledge” qualifiers, or (B) apply to the extent limit any list within representations and warranties calling for scheduling of “material” items. (and only vi) Purchaser shall use commercially reasonable efforts to the extent) such Losses are duplicative of mitigate all Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment are indemnifiable pursuant to the Initial Closing Price at Closingthis Section 10.2.

Limitations. Notwithstanding anything to the contrary contained in this Agreement:Agreement or in any of the other Transaction Documents, the parties’ respective indemnification obligations under this Agreement shall be subject to the limitations contained in this Section 10.6. (a) no claim may 10.6.1 Buyer shall not be made by required to indemnify, defend or hold harmless any Indemnitee(s) Seller Indemnified Party, and Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party, for indemnification any inaccuracy in or breach of a representation or warranty pursuant to Section 11.2(a) unless and until 10.1.1 or 10.2.1, as applicable, the aggregate amount of all such Losses for which of the Indemnitee(s) seeks Seller Indemnified Parties or the Buyer Indemnified Parties, respectively, exceeds an aggregate amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 307,292 (the “Threshold AmountDeductible”), at after which time event the Indemnitee(s) Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, shall be entitled to indemnification recover for all such Losses in excess of the Deductible, subject to the other terms of this Agreement. 10.6.2 Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnified Parties, and Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties, for Losses in excess of an aggregate amount equal to 100% of the Purchase Price; provided, however, that the foregoing limitation shall not apply to (including all Losses included within a) the Threshold Amount); payment of the Purchase Price by Buyer to Seller, (b) the maximum aggregate any indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)any of Sections 10.1.3 or 10.2.3, other than as applicable, or (c) any indemnification arising out of a breach by Seller of its representation and warranty in Sections 3.1.4 (second, third and penultimate sentences only) above. 10.6.3 The parties agree, for themselves and on behalf of their respective Affiliates, successors and assigns, that with respect to a claim each indemnification obligation under this Agreement or any of the other Transaction Documents, the amount of any Losses shall be reduced by the amount, if any, of any federal, state or local income Tax benefit realized or any insurance proceeds received. 10.6.4 The parties agree that, except as otherwise expressly provided elsewhere in this Agreement or in any other Transaction Document, the indemnification provisions of this Article 10 shall be the sole and exclusive remedy for indemnification any breach of or inaccuracy in any representation, warranty, covenant or agreement contained in this Agreement or in any of the other Transaction Documents; provided, that either party shall be entitled to seek specific performance of the other party’s obligation to close the transaction contemplated by this Agreement. 10.6.5 No Indemnified Party shall seek or be entitled to, or accept payment of, any award or judgment for consequential, incidental, special, indirect or punitive damages or lost profits suffered by such Indemnified Party, whether based on statute, contract, tort or otherwise, and whether or not arising from the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault. 10.6.6 Seller shall have no indemnification obligation hereunder to the extent any breach Losses arose out of or resulted from the inaccuracy of any Fundamental Representationsrepresentation or warranty of Seller, shall be limited and Buyer or any Affiliate of Buyer had actual knowledge of such inaccuracy prior to (i) in the case execution and delivery of this Agreement by Buyer. For purposes of this Section, the term “actual knowledge” means the actual knowledge of any one or more of ▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amountor S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Additionally, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Buyer shall be deemed to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy have “actual knowledge” of any Fundamental Representations fact which has been disclosed in writing by Seller, its Affiliates or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable their respective officers, employees, agents or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect representatives to any Losses to the extent (and only to the extent) such Losses are duplicative outside attorney or accountant of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingBuyer.

Limitations. (a) Subject to Section 10.03(c), the Securityholder Indemnitors shall not be required to make any indemnification payment pursuant to Section 10.02(a)(i) for any inaccuracy in or breach of any of the representations and warranties of the Company in this Agreement or the Company Closing Certificate until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to $750,000 in the aggregate (the “Deductible”) (it being understood that if the total amount of such Damages exceeds the Deductible, then the Parent Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for such Damages in excess of the Deductible). (b) The maximum Liability of the Securityholder Indemnitors under Section 10.02(a)(i) shall be equal to the Escrow Amount. The Parent Indemnitees shall recover all Damages under this Article 10 |US-DOCS\123754940.16|| first from the Escrow Fund before such Parent Indemnitees shall be entitled to recover any Damages directly from any Securityholder Indemnitor. (c) Subject to any other limitations applicable under this Article 10, the limitations set forth in Section 10.03(a) and Section 10.03(b) shall not apply to any claim for indemnification made pursuant to Section 10.02(a)(i) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Company Fundamental Representation, a Company Special Representation or any Fraud by the Company with respect to any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate). (d) Section 10.03(c) notwithstanding, the maximum Liability of the Securityholder Indemnitors under Section 10.02(a)(i) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Company Special Representation, shall be equal to forty-five million dollars ($45,000,000) (the “SR Cap”). (e) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) , with respect to claims for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(smaximum Liability of the Indemnitors is not equal to the Escrow Amount or the SR Cap, in no event shall any Securityholder Indemnitor be liable to the Parent Indemnitees for Damages under this Article 10 in excess of the amount of the Aggregate Merger Consideration Value actually received by such Securityholder Indemnitor; provided, however, that the limitations set forth in this Section 10.03(e) seeks shall not apply with respect to a Securityholder Indemnitor in the event such Securityholder Indemnitor commits Fraud, in which event such Securityholder Indemnitor shall be indemnified liable to the Parent Indemnitees for the full amount of Damages resulting from, arising out of or related to such Securityholder Indemnitor’s own Fraud (but, for the avoidance of doubt, no Securityholder Indemnitor shall be liable for any Fraud of any other Securityholder Indemnitor); provided, further, however, except with respect to Fraud as described in the immediately preceding provision, a Securityholder Indemnitor shall not be liable for any Damages in excess of its, his or her Pro Rata Share of such Damages. (f) For all purposes under this Article 10, shares of Parent Stock received pursuant to Section 11.2(athe terms of this Agreement shall be valued at the Parent Stock Price. The Parties hereto acknowledge that the Parent Stock Price only reflects an agreed-upon amount as to the value of Parent Stock solely for purposes of satisfying any Damages under this Article 10 and is not intended to be, nor is it, deemed to constitute the fair market value of Parent Sock at any given time. (g) exceeds $50,000 For purposes of this Article 10, when determining whether a breach, inaccuracy or failure has occurred and the amount of Damages incurred by an Indemnitee, each representation or warranty in this Agreement shall be interpreted without reference or giving effect to any materiality qualification or limitation set forth in such representation and warranty, including, as applicable, the terms “material,” “materiality,” “in all material respects,” “Company Material Adverse Effect” and “Parent Material Adverse Effect.” (h) Payments due under this Article 10 shall be limited to the “Threshold Amount”amount of any Damages (including any additional Taxes imposed on or incurred by the Indemnitee in connection with the related indemnification payments) that remain after deducting therefrom the amount of any insurance proceeds, and any indemnity, contribution, or other similar payment that is actually received by the Indemnitee in respect of any such claim (net of any deductible or any other expense or Taxes incurred by the Indemnitee in obtaining or receiving such recovery); provided, that the Indemnitee shall be under no obligation hereunder to seek any such payments. In addition, payments due under this Article 10 shall be reduced by |US-DOCS\123754940.16|| the amount of any actual reduction in Taxes paid by Parent, the Company, the Surviving Corporation or their Affiliates as a result of any Tax benefit obtained as a result of incurring the applicable Damages to the extent such Tax benefit is actually realized in the taxable year that such Damages were incurred or the subsequent tax year (determined on a with and without basis and treating any such benefit as the last item of deduction for the applicable taxable year). (i) Notwithstanding anything to the contrary in this Agreement, the Securityholders shall not be liable for (i) any Taxes of the Company incurred on the Closing Date after the Closing resulting from actions by Parent that are outside the ordinary course of business of the Company consistent with past practices, other than actions contemplated pursuant to this Agreement, (ii) any Taxes that have been taken into account in determining the Aggregate Merger Consideration Value, (iii) any Taxes with respect to a taxable period (or portion thereof) that begins after the Closing Date incurred as a result of a reduction in the amount, value or condition of, or any limitations on, any Tax asset or attribute of the Company (e.g., net operating loss, net operating carryforward, Tax basis or Tax credits), at which time or (iv) any Taxes resulting from an election made under Section 338 of the Indemnitee(sCode or under any comparable provisions of any other state, local or foreign laws with respect to the Mergers. (j) No Indemnitee shall be entitled to indemnification double recovery for all any indemnifiable Damages even though such Losses (including all Losses included within Damages may have resulted from the Threshold Amount);breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (bk) The Parties agree that the maximum aggregate indemnification obligation provisions contained in this Article 10 are the sole and exclusive remedy following the Closing as to all claims and Damages any Indemnitee may incur arising from or relating to this Agreement; and each of each Seller for money damages pursuant the Parties, on behalf of itself and its equity owners, trustees, directors, managers, officers, employees, and Affiliates, agrees not to bring any actions or proceedings, at law, equity or otherwise, against any other Party or its equity owners, directors, managers, officers, employees, and Affiliates, in respect of any claims or Damages arising from or relating to this Agreement or the Transactions (it being understood that nothing in this Section 11.2(a), other than 10.03(g) or elsewhere in this Agreement shall (i) affect the Parties’ rights to specific performance in accordance with Section 11.03 with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited the covenants referred to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for to be performed after the actions or inaction Closing, (ii) apply to claims in respect of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right matters to indemnification be resolved pursuant to Section 11.2(e2.07, (iii) with respect limit claims for Fraud against the Person who committed such Fraud or (iv) affect any rights arising out of claims a party to any Losses an Ancillary Agreement may have under such Ancillary Agreement, including the Letters of Transmittal and other Exchange Documents delivered pursuant to Section 2.08(b)(ii) or (v) apply to Section 11.01, which shall be enforceable by the extent (and only to Securityholder Representative in its entirety against the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingSecurityholders).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Notwithstanding any Indemnitee(sother provision of this Agreement, (i) for indemnification the Sellers and Sosnoff shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 11.2(a13.4(a) unless and until the aggregate amount of all such individual Losses for incurred or sustained by all Buyer Indemnified Parties with respect to which the Indemnitee(s) seeks Buyer Indemnified Parties would otherwise be entitled to be indemnified pursuant to indemnification under Section 11.2(a13.4(a) exceeds $50,000 1,100,000 (the “Threshold Deductible Amount”), at which time whereupon the Indemnitee(sSellers and Sosnoff shall be liable for only such Losses exceeding the Deductible Amount, (ii) the aggregate liability of the Sellers and Sosnoff to indemnify the Buyer Indemnified Parties for Losses under Section 13.4(a) shall be entitled in no event exceed $14,000,000 (the “Cap”) and (iii) the aggregate liability of the Sellers and Sosnoff to indemnification indemnify the Buyer Indemnified Parties for all Losses under Sections 13.2, 13.3 and 13.4 (other than any Losses arising as a result of any breach or default in performance of any covenant or obligation by such Losses (including all Losses included within Person) shall in no event exceed the Threshold Amount);aggregate net after tax proceeds received by such Person under this Agreement and Sections 8.4(a) and 8.4(b) of the Second Amended and Restated Operating Agreement. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by Notwithstanding any other Seller in Article IV provision of this Agreement, (i) the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor Buyer shall not have any right obligation to indemnification indemnify any Seller Indemnified Party pursuant to Section 11.2(e13.5(a) with respect to any Losses to the extent (unless and until, and only to the extentextent that, the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 13.5(a) exceeds the Deductible Amount, whereupon the Buyer shall be liable for only such Losses are duplicative exceeding the Deductible Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses that were included under Section 13.5(a) shall in the Net Working Capital calculation and have previously been recovered by Purchaser through no event exceed an adjustment amount equal to the Initial Closing Price at ClosingCap.

Limitations. (a) Notwithstanding anything to the contrary set forth in this Agreement: (a, the Buyer Indemnitees shall not be indemnified or held harmless for any Losses arising under Section 6.02(a) no claim may be made by any Indemnitee(s) until the aggregate amount of all Losses for which all Buyer Indemnitees are otherwise entitled to indemnification pursuant to Section 11.2(a6.02(a) unless exceeds an amount equal to ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) (the “Deductible”), whereupon the Buyer Indemnitees shall only be indemnified and held harmless for Losses in excess of the Deductible but subject to the other limitations set forth in this Agreement. The Deductible shall not apply with respect to breaches of the Company Fundamental Representations, the Seller Fundamental Representations or the Tax Representations. (b) Subject to Section 6.04(c), (i) the Escrow Shares shall be the sole source of recovery for any Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the Company Fundamental Representations, the Seller Fundamental Representations and Tax Representations), and (ii) Seller’s maximum aggregate liability to the Buyer Indemnitees for any and all Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the Company Fundamental Representations, the Seller Fundamental Representations and Tax Representations) shall not exceed ONE MILLION DOLLARS ($1,000,000) (the “General Cap”), which shall be satisfied by recourse to the Escrow Shares valued at the Average Price. The Escrow Shares, less any Escrow Shares previously released to Buyer in accordance with the Escrow Agreement, shall be released to Seller at 5:00 p.m., Eastern Time, on the twelve-month anniversary of the Closing Date (the period of time from the Closing Date through and including such termination date is referred to herein as the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any Escrow Shares (the “Remaining Escrow Shares”) that are subject to any claim that is pending against the Escrow Shares as of such date and time and, solely with respect to all such claims, the Escrow Period shall be extended until such date and time as all such claims are resolved or finally determined in accordance with this Agreement and the Escrow Agreement. (c) The General Cap shall not apply to Losses incurred by any Buyer Indemnitee in connection with any misrepresentation or breach of the Company Fundamental Representations, the Seller Fundamental Representations and the Tax Representations or pursuant to Section 6.02(b)-(f). (d) Notwithstanding anything to the contrary set forth in this Agreement (for the avoidance of doubt, subject to the General Cap), the maximum aggregate amount of Losses for which Seller shall be liable under Sections 6.02(a)-(e) shall not exceed in the Indemnitee(saggregate (i) seeks the Escrow Shares and (ii) THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000). (e) Notwithstanding anything to the contrary set forth in this Agreement, for purposes of this Article VI only, (i) whether any misrepresentation or breach of warranty made under Article II or Article III has occurred and (ii) the amount of any Losses related to any such misrepresentation or breach shall, in each case, be determined without regard to any “materiality,” “material,” “material respects,” or other similar unquantified qualification of magnitude contained in or otherwise applicable to such representation or warranty. (f) Subject to the limitations set forth in this Agreement, Seller Indemnitees shall be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification and held harmless for all such Losses (including all Losses included within the Threshold Amount); (b) the Losses. Buyer’s maximum aggregate indemnification obligation of each liability to the Seller Indemnitees for money damages pursuant to any Losses under Section 11.2(a), 6.03 (other than with respect to a any claim for indemnification arising from the breach of the Buyer Fundamental Representations) shall not exceed an amount equal to the General Cap. The General Cap shall not apply with respect to breaches of the Buyer Fundamental Representations. Buyer’s liability for Losses incurred by Seller as a result of any failure by Buyer to comply with its disclosure obligations under applicable Laws in connection with the private placement of the Buyer Shares pursuant to this Agreement (“Disclosure Breach”) (which remedies are expressly reserved by Seller) and any breach or inaccuracy of any Fundamental RepresentationsSection 4.04 (Capitalization), shall be limited to TWO MILLION FIVE HUNDRED THOUSAND DOLLARS (i$2,500,000) in the aggregate. Buyer’s maximum aggregate liability to Seller for any and all Losses under Section 6.03 and for any Disclosure Breach shall be limited to SIXTEEN MILLION DOLLARS ($16,000,000) in the aggregate. (g) For purposes of determining the amount of any Losses subject to indemnification under this Article VI, the amount of such Losses will be determined net of the sum of any amounts recovered under insurance policies with respect to such Losses (net of any reasonable out-of-pocket expenses incurred in collecting such amounts) (“Insurance Proceeds”). Each Indemnitee will use commercially reasonable efforts to seek recovery from third parties who may be responsible, in whole or in part, for Losses suffered by such Indemnitee and to make claims under insurance policies providing coverage with respect to Losses suffered by such Indemnitee. Each party hereto waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. If any Indemnitee receives any insurance or third party recoveries after the Indemnitor has paid the Indemnitee under any indemnification provision of this Agreement in respect of that Loss, the Indemnitee must promptly notify the Indemnitor and pay to the Indemnitor the value of such benefit or the amount of such recovery (less the Indemnitee’s reasonable costs of receiving such recovery or benefit and, in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇insurance proceeds, any increase in insurance premiums resulting from such Seller’s Pro Rata Share claim), up to the amount paid by the Indemnitor to the Indemnitee in respect of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);claim. (ch) the maximum aggregate Each party entitled to indemnification obligation of each Seller must use commercially reasonable efforts to mitigate any Loss for money damages pursuant to Section 11.2(a) with respect to a claim for which that party seeks indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d, provided, that nothing in this Section 6.04(h) no Seller shall be liable limit any party’s right of indemnification or have recovery for any Loss for which indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of is available under this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. (a) Notwithstanding anything to the contrary in this Agreement:Section 9.2, except for Losses in respect of the Excepted Matters, or Losses resulting from fraud or intentional misrepresentation by the Sellers or any of them, the Sellers shall have no obligation to indemnify any Buyer Indemnified Party for Losses under Section 9.2(a): (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(ai) unless and until the aggregate amount of the Losses for which the Indemnitee(ssuffered by Buyer Indemnified Parties exceeds on a cumulative basis an amount equal to One Hundred Thousand Dollars ($100,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold AmountSellers’ Basket”), at in which time event the Indemnitee(sSellers shall (subject to the following sub-clause (ii)) be liable only for an amount of such Losses in excess of the Sellers’ Basket, or (ii) in an amount exceeding Three Million Five Hundred Thousand Dollars ($3,500,000) in the aggregate. All claims for indemnification against the Sellers shall be entitled to satisfied by the Sellers jointly and severally, in cash. In addition and notwithstanding the preceding sentence, Buyer may at its option satisfy any unpaid indemnification for all such Losses (including all Losses included within claim against the Threshold Amount);Sellers by reducing the amount of any due but unpaid Earn-Out Payments by the aggregate dollar amount of the unpaid indemnification claim. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with With respect to any Losses in connection with a claim for indemnification arising from any breach by Majority Shareholder of the provisions contained in Sections 7.7, 7.8 or inaccuracy of any Fundamental Representations7.9, the Majority Shareholder shall be limited to (i) solely responsible for the indemnification obligations contained in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anySection 9.2(a);. (c) Notwithstanding the maximum aggregate indemnification obligation other provisions of each Seller Section 9.6, any Loss suffered by Buyer Indemnified Parties for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy payment of any Fundamental Representations insurance deductible in connection with any Proceedings that is disclosed in Schedule 4.11 or pursuant to Sections 11.2(b)-(e) that should have been disclosed in Schedule 4.11, shall be limited in excluded from the aggregate to the consideration actually received by such Seller pursuant to this Agreement;Seller’s Basket. (d) Notwithstanding anything to the contrary contained in Section 9.3, except for Losses in respect of the Excepted Matters or resulting from actual fraud or intentional misrepresentation, Buyer shall have no obligation to indemnify any Seller Indemnified Party for Losses under Section 9.3(a): (i) unless the aggregate amount of the Losses suffered by the Seller Indemnified Parties exceeds on a cumulative basis an amount equal to One Hundred Thousand Dollars ($100,000) “Buyer’s Basket”, in which event Buyer shall (subject to the following sub-clause (ii)) be liable or have any indemnification obligation for the breach only for an amount of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative in excess of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.Buyer’s Basket, or

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) An Indemnified Person shall not be ----------- entitled to indemnification under Article VIII and this Article X unless notice of a claim for indemnity shall have been given within the applicable survival period under Sections 8.07(d) and 13.01. (b) The Shareholders' aggregate obligation to indemnify the Purchaser and hold it harmless under Article VIII and Section 10.01 shall in no event exceed $63,000,000 (the "Maximum Amount"). At such time, if any, as an aggregate -------------- amount equal to the Maximum Amount has been paid to the Purchaser by the Shareholders under this Section 10.04, no Shareholder shall thereafter have any further liability under Article VIII and Article X. (c) Each Shareholder's obligation to indemnify the Purchaser and hold it harmless under Section 10.01 (and Article VIII with respect to Tax matters) shall in no event exceed a percentage of the Maximum Amount equal to the percentage of the total aggregate Merger Consideration received by such Shareholder ("Pro Rata Share"). Each Shareholder's obligation to pay any -------------- indemnifiable Loss pursuant to Section 10.01 (and Article VIII with respect to Tax matters) shall be limited to such Shareholder's Pro Rata Share of such Loss. At such time, if any, as any Shareholder shall have paid to the Purchaser an amount equal to such 62 Shareholder's Pro Rata Share of the Maximum Amount under Section 10.01 (and Article VIII with respect to Tax matters), such Shareholder shall have no further liability under such Section 10.01 (and Article VIII with respect to Tax matters). (d) No claim may be made by against any Indemnitee(s) Shareholder for indemnification pursuant to Section 11.2(a) 10.01 or Article VIII with respect to any individual item of Loss, unless and until the aggregate dollar amount of Losses all claims against the Shareholders for indemnification shall exceed $7,000,000, in which case the Indemnitee(s) seeks Shareholders shall be liable for claims for indemnification only in excess of such aggregate amount. Any adjustment to be indemnified any Tax benefit attributable to a payment pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”6.14 shall not be subject to this Section 10.04(d), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (be) Notwithstanding anything herein to the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)contrary, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in no event shall the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share aggregate liability of the Escrow Amount, Purchaser hereunder exceed $63,000,000 (the "Loss Ceiling") and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (cii) the maximum aggregate Purchaser shall have no further obligations under ------------ this Article X at the time when the Purchaser has paid indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited hereunder in amounts equal in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;Loss Ceiling. (df) no Seller shall No claim may be liable or have any indemnification obligation made against the Purchaser for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) 10.02 or Article VIII with respect to any Losses to individual item of Loss, unless the extent (and aggregate dollar amount of all claims for indemnification shall exceed $7,000,000, in which case the Purchaser shall be liable for claims for indemnification only to the extent) in excess of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an aggregate amount. Any adjustment to the Initial Closing Price at Closingany Tax benefit attributable to a payment pursuant to Section 6.14 shall not be subject to this Section 10.04(f).

Limitations. (a) The rights of the Indemnified Party under this Article 6 shall be the sole and exclusive remedies of the Indemnified Party and its Affiliates with respect to claims resulting from or relating to any misrepresentation, Breach of or failure to perform any covenant (including pre-closing covenants under Article 4) or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (i) the Sellers shall have no liability to the Buyer Indemnified Persons pursuant to this Article 6 (other than in respect of a Breach of a Fundamental Representation) until the aggregate amount of all Damages resulting therefrom exceed $523,000 (the “Basket”), and then only for the amount by which such Damages exceed in the aggregate such Basket; and (ii) the overall aggregate liability of the Sellers to the Buyer Indemnified Persons pursuant to this Article 6 (other than in respect of Breaches of Fundamental Representations) shall not exceed $3,922,500. (c) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until , the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Buyer shall not be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a make any claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses matter to the extent (the Base Purchase Price has been adjusted to reflect such matter pursuant to Section 1.3 or Section 1.4 hereof, and only to the extent) such Losses are duplicative amount of Losses that were included any Damages for which indemnification is provided under this Article 6 shall be calculated net of any accruals, reserves or provisions reflected in the Final Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment that is applicable to the Initial matter for which the accrual, reserve or provision was created, and the Buyer’s and Company’s sole remedy for matters relating to the title for or encumbrances against the Real Estate shall be the policy of title insurance issued at the Closing Price at Closingpursuant to Meridian Title Corporation File No. 14-9636.

Limitations. Notwithstanding anything to the contrary in this Agreement:foregoing: ----------- (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until With the aggregate amount exception of Losses for which HarbourVest, the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller of the Equityholders for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any AXENT Indemnity Claims based on any breach or inaccuracy alleged breach of Section 3.4, 4.2, 4.11 or 4.13 shall not exceed the value of the AXENT Common Shares received by such Equityholder in payment of the Purchase Price as determined based on the AXENT Share Price. The aggregate indemnification obligation of HarbourVest for any Fundamental Representations, shall be limited to AXENT Indemnity Claim based on any breach or alleged breach of (i) Sections 4.2, 4.11 or 4.13 shall not exceed fifty percent (50%) of the value of the AXENT Common Shares received by HarbourVest in payment of the case Purchase Price as determined based on the AXENT Share Price (the "HarbourVest 50% Limit") and (ii) Section 3.4 shall not exceed the value of ▇▇▇▇ and the AXENT Common Shares received by HabourVest in payment of the Purchase Price as determined based on the AXENT Share Price; provided, if HarbourVest's indemnification obligation for an AXENT Indemnity Claim based on any breach or alleged breach of Section 4.2 is limited because of the 57 HarbourVest 50% Limit, then ▇▇▇▇▇▇▇ ▇▇▇▇ shall be liable for the amount that such claim exceeds the HarbourVest 50% Limit (such obligation being referred to as the "Special ▇, such Seller’s Pro Rata Share ▇▇▇ Indemnity"). The aggregate indemnification obligation of ---------------------- each of the Equityholders for any other AXENT Indemnity Claims brought under Articles III or IV of this Agreement shall be limited to the AXENT Common Shares included in the Escrow AmountDeposit. Notwithstanding the foregoing, and in the case of JadevaiaSection 7.1(a) Indemnity Claims and except for the Special ▇▇▇▇ Indemnity, such Seller’s Pro Rata Share the liability of any Equityholder for indemnification obligations after exhaustion of the Escrow Amount plus Deposit shall be further limited to such Equityholder's pro rata share of any AXENT Indemnity Claim based on the Earnout Payment number of AXENT Common Shares received by such Equityholder relating to the aggregate number of AXENT Common Shares received by the Equityholders. (if anyb) The right of AXENT and CKS to indemnification hereunder shall be reduced by the (i) amount of any tax benefits accruing to AXENT or CKS (as determined in good faith by AXENT);, or (ii) insurance proceeds received by AXENT or CKS (provided, to the extent that insurance premiums are increased, such proceeds shall not reduce the amount of indemnification provided hereunder), in each case as a result of or in connection with such claims, which tax benefits or insurance proceeds AXENT will take reasonable steps to obtain. (c) The rights of the maximum aggregate indemnification obligation Equityholders under this Article VII shall be the exclusive remedy of each Seller for money damages pursuant to Section 11.2(a) the Equityholders with respect to a claim for indemnification claims arising from out of or relating to any breach misrepresentation or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by warranty, or failure to perform any other Seller covenant or agreement of AXENT contained in Article IV of this Agreement, . The rights of AXENT and CKS under this Article VII shall be the exclusive remedy of AXENT and CKS with respect to claims arising out of or relating to any misrepresentation breach of any representation or warranty, or failure to perform any covenant or agreement of the Equityholders contained in this Agreement. Notwithstanding the foregoing, the Parties' remedies relating to or arising out of any other Seller claims for fraud are not intended to be limited by the foregoing, and nothing in this Agreement or for the actions or inaction shall be construed as a waiver of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingclaims.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of following limitations shall apply to claims under this Article VI or otherwise made with respect to this Agreement, any covenant of any other Seller in this Ancillary Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andCertificate: (ei) no Indemnitor The Seller shall have any right to indemnification not be liable pursuant to Section 11.2(e6.1(a) with respect to any Losses Damages except to the extent that the aggregate amount of all Damages to which the Buyer has otherwise become entitled under this Article VI exceeds $50,000.00. (and only ii) The Seller shall not be liable with respect to any Damages to the extentextent that such Damages, when aggregated with all other Damages for which Seller has indemnified Buyer under this Agreement or under the Transition Services Agreement, exceed an amount equal to $1,350,000.00 plus any amounts received by Seller for services performed pursuant to the Transition Services Agreement. (iii) The amount of any Damages to which the Buyer is entitled with respect to any claim shall be reduced by the amount of any payment received by the Buyer (or any Affiliate thereof) with respect such Losses Damages from any insurance provider or any other third party. (iv) In no event shall either party have any obligation or liability for (A) any Damages that are duplicative of Losses that were included consequential, in the Net Working Capital calculation and have previously been recovered by Purchaser through an nature of lost profits (including, without limitation, loss of profit or revenue, any multiple of reduced cash flow or any adjustment based on price to earnings or similar ratios), interference with operations, or loss of customers, tenants, lenders, investors or buyers, diminution in the value of property, special or punitive or otherwise not actual out-of-pocket damages, or (B) any Damages to the Initial Closing Price extent directly arising from any act, omission or transaction carried out by or at the request of the other party or any Affiliate thereof. (b) From and after the Closing, except with respect to claims for equitable relief, including, without limitation, specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights provided to the Parties under this Article VI shall be the sole and exclusive remedies of the Parties and their respective Affiliates with respect to claims under this Agreement or otherwise relating to the transactions contemplated hereby. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement. (c) Notwithstanding anything in this Article VI to the contrary, none of the limitations contained herein shall apply to claims based on fraud or intentional misrepresentation.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (ai) no individual claim may be made by any Indemnitee(s(or series of related claims) for indemnification pursuant to Section 11.2(aunder Sections 7.1(a) unless and until the aggregate amount of Losses for which the Indemnitee(sor 7.2(a) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim the representations and warranties contained in Sections 2.7, 2.8, 2.21, or 3.6) shall be valid and assertable unless it is (or they are) for an amount in excess of $75,000; (ii) the aggregate liability of the Seller Indemnifying Parties with respect to the indemnification arising from any breach or inaccuracy of any Fundamental Representationsclaims pursuant to Sections 7.1(a) (other than with respect to the representations and warranties contained in Sections 2.7, 2.8, or 2.21) shall not exceed an amount equal to $1,200,000 (exclusive of reasonable costs and expenses, including attorney fees); and (iii) the aggregate liability of the Buyer with respect to the indemnification of any claims pursuant to Section 7.2(a) (other than with respect to the representations and warranties contained in Section 3.6) shall not exceed an amount equal to $1,200,000 (exclusive of reasonable costs and expenses, including attorney fees); and (iv) the amount of any Damages for which a Party is entitled to indemnification as provided under this Article VII shall be limited to (i) calculated net of any accruals, reserves or provisions therefor reflected in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Most Recent Balance Sheet. (b) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article VII that are consequential, such Seller’s Pro Rata Share of the Escrow Amount, and in the case nature of Jadevaialost profits, diminution in the value of property, special or punitive or otherwise not actual damages, other than such Seller’s Pro Rata Share Damages or other amounts that are components of judgment awards against an Indemnified Party in actions by third parties to the Escrow Amount plus extent that any such judgment award is subject to indemnification pursuant to this Article VII. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Earnout Payment (if any);Damages for which indemnification is provided to it under this Article VII. (c) the maximum aggregate indemnification obligation The amount of each Seller for money damages pursuant to Section 11.2(a) Damages recoverable by an Indemnified Party under this Article VII with respect to a an indemnity claim for indemnification arising from any breach or inaccuracy shall be reduced by the amount of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually payment received by such Seller pursuant Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Agreement;Article VII with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty All representations, warranties, covenants and agreements made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of in any other Seller Transaction Document and Buyer's right to indemnification, reimbursement or recovery pursuant to this Agreement based thereon shall not be affected or deemed waived by (i) any investigation made by or on behalf of the Buyer (whether before, on or after the date hereof or before, on or after the Closing Date), (ii) knowledge capable of being obtained as a result of such investigation or otherwise, or (iii) the Buyer's participation in connection with the preparation of the schedules pursuant to this Agreement; and. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) Except with respect to claims for equitable relief, including specific performance, or fraud perpetuated with respect to breaches of any Losses covenant, representation or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VII shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 7.1, Section 7.2 or otherwise relating to the extent (and only transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered transactions consummated by Purchaser through an adjustment to the Initial Closing Price at Closingthis Agreement.

Limitations. (a) At any time and from time to time after the Closing, the Buyer Indemnitees will be entitled to make claims against Seller in respect of Losses for which they are indemnified hereunder. (b) Notwithstanding anything herein to the contrary in contrary, the rights of the Buyer Indemnitees pursuant to this AgreementArticle 4 will be subject to the following limitations: (ai) no claim may Buyer Indemnitee will be made by any Indemnitee(s) for entitled to indemnification pursuant to Section 11.2(a4.03(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to that otherwise would be indemnified payable pursuant to Section 11.2(a4.03(a) to any one or more Buyer Indemnitees exceeds on a cumulative basis an amount equal to $50,000 1,230,000 (the “Threshold AmountThreshold”), at which time ) and then the Indemnitee(s) shall Buyer Indemnitees will be entitled to indemnification for the aggregate amount of all such Losses (including all Losses included within that exceed the Threshold Amount)Threshold; (bii) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than amount that the Buyer Indemnitees may recover with respect to any and all Losses (x) under Section 4.03(a) (excluding Losses that result from a claim for indemnification arising from any breach or inaccuracy of any of the Fundamental Representations) will not exceed, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇aggregate, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)$6,150,000; (ciii) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Seller’s liability with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited OR-WA Claims will not exceed, in the aggregate to aggregate, $5,000,000, as further set forth in the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Claims Management Agreement; and (eiv) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) Seller’s liability with respect to any Losses and all OR-WA Claims, CA Employment Claims, Former Owner Claims, Reserved Claims and Other State Employment Claims will be solely as set forth in the Claims Management Agreement, absent Seller's Knowledge of any breach of any representation under this Agreement. For illustrative purposes only, in the event that Oregon Employee X alleges previously unknown damages for discrimination arising prior to the extent (Closing Date, and only that matter is not set forth on Schedule 2.13, Buyer’s sole remedy for Seller’s failure to list Oregon Employee X’s claim on Schedule 2.13 shall be as described in the Claims Management Agreement. Anything to the extentcontrary notwithstanding, (A) such the limitations contained in Section 4.04(b)(i) and Section 4.04(b)(ii) will not apply to Losses are duplicative relating to Sections 4.03(b), 4.03(c), 4.03(d), 4.03(e), 4.03(f), 4.03(g), 4.03(h), 4.03(i), 4.03(j), 4.03(k), 4.03(l), 4.03(m), 6.01(l), 6.01(iii), 6.01(oo), 6.01(uuu), or to breaches of any of the Fundamental Representations and (B) with the exception of fraud by or on behalf of Seller, the aggregate liability of Seller pursuant to this Article 4 and the Restrictive Covenant Agreement, including liability for Losses that were included in relating to breaches of any of the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to Fundamental Representations, shall not exceed the Initial Final Aggregate Closing Price at ClosingConsideration.

Limitations. Notwithstanding anything The indemnification provided for in Section 7.2 shall be subject to the contrary in this Agreementfollowing limitations: (a) no claim may Subject to Section 7.3(d), the maximum aggregate liability of the Indemnifying Parties for all Company General Representation Claims shall be made by the General Representation Cap. (b) Subject to Section 7.3(d), in the case of any Indemnitee(s(A) Company Fundamental Representation Claim, or (B) Claim under any of clauses (ii) through (vii) of Section 7.2(a) ((A) and (B), collectively, “Special Matters”), the maximum aggregate liability of the Indemnifying Parties for indemnification all Claims for Special Matters (in the aggregate with the maximum aggregate liability for all General Representation Claims) shall be the value of the Merger Consideration actually paid to the Company Securityholders (inclusive of the Indemnity Escrow Amount, Expense Fund and any Restricted Stock Amounts, and, subject to Section 7.9, inclusive of any portion of the Earnout Amount and any portion of the Adjustment Holdback Amount that is actually paid to the Company Securityholders). (c) Subject to Section 7.3(d), the aggregate liability of any Indemnifying Party for all Claims under Section 7.2(a) shall be capped at an amount equal to the value of the portion of the Merger Consideration actually paid to such Indemnifying Party pursuant to Section 11.2(a1.4 (inclusive of the Indemnity Escrow Amount and Expense Fund, and, subject to Section 7.9, inclusive of any portion of the Earnout Amount and any portion of the Adjustment Holdback Amount that is actually paid to such Indemnifying Party) unless (it being understood and until agreed that with respect to Indemnifying Parties that are holders of Aggregator Units, the aggregate value of the portion of the Merger Consideration actually paid to such Indemnifying Party pursuant to Section 1.4 shall be deemed to be such Indemnifying Party’s Aggregator Pro Rata Share of the portion of the Merger Consideration distributed by the Aggregator to the holders of the Aggregator Units in accordance with the Aggregator’s Acknowledgement Agreement). (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability with respect to Fraud for any Indemnifying Party who committed, or had actual knowledge prior to the Closing of, such Fraud. (e) For the purposes of determining the amount of any Losses arising out of any inaccuracy or breach of a representation or warranty herein (but not for purposes of determining whether any such inaccuracy or breach exists or has occurred), the terms “material” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect”, or any similar terms, clauses or phrases in any such representation or warranty shall be disregarded (as if such word or clause, as applicable, were deleted from such representation or warranty), other than the representations and warranties set forth in the first sentence of Section 2.11. Notwithstanding the foregoing, this Section 7.3(e) shall not change the meaning of “Company Material Contract.” (f) In no event shall any Indemnifying Party be responsible or liable under this Article 7 for Losses in respect of punitive or exemplary damages, except for those awarded to a third party in connection with a Third-Party Claim. The Indemnified Parties hereto acknowledge the applicability of the common law duty to mitigate damages. The amount of any Losses for which indemnification is provided under this Article 7 shall be reduced by an amount equal to the amount of any proceeds actually received by the Indemnified Party (or any of its Affiliates) from any third-party (including any insurer) for such Losses (after giving effect to any deductible or retention or increase in premium reasonably demonstrated to result therefrom and net of any costs, Taxes and reasonable out-of-pocket expenses of recovery or collection thereof). Neither Parent nor any Indemnified Party shall have any obligation to obtain insurance coverage from any third parties (other than the Tail Policy) with respect to any particular matter for which it may be entitled in connection with any Losses it incurs but will use commercially reasonable efforts to recover such Losses from Parent’s existing insurance policies and from other Persons under any existing Contracts and any recovery will be only after giving effect to any deductible or retention or increase in premium reasonably demonstrated to result therefrom and net of any costs, Taxes and reasonable out-of-pocket expenses of recovery or collection thereof. If any Indemnified Party (or any of its Affiliates) receives any insurance payment or other recovery form any third party in connection with any Claim for which it has already received an indemnification payment (whether in the form of cash or shares of Parent Common Stock) under this Article 7, it shall pay to each Indemnifying Party, within ten (10) days of receiving such insurance payment or other recovery from any third party, an amount equal to such Indemnifying Party’s Pro Rata Share of the excess of (x) the amount previously received by the Indemnified Party under this Article 7 with respect to such Claim plus the amount of the insurance payments from any third-party insurer (after giving effect to any deductible or retention or increase in premium reasonably demonstrated to result therefrom and net of any costs, Taxes and reasonable out-of-pocket expenses of recovery or collection thereof) or other recoveries from any third party received, over (y) the amount of Losses for with respect to such Claim which the Indemnitee(sIndemnified Party has become entitled to receive under this Article 7 (g) seeks If an Indemnified Party’s Claim under this Section 7.3 may be properly characterized in multiple ways in accordance with this Section 7.3 such that such Claim may or may not be subject to different caps, time limitations, and other limitations depending on such characterization, then such Indemnified Party shall have the right to characterize such matter in a manner that maximizes the recovery and time to assert claims permitted in accordance with this Article 7. (h) No Indemnified Party shall be indemnified entitled to double recovery for any indemnifiable Losses even though such Losses may be recoverable under more than one provision of Section 7.2(a) (and, for the avoidance of doubt, the amount of any Losses indemnifiable pursuant to this Article 7 shall be calculated net of the amount of such Losses to the extent taken into account in the calculation Adjusted Cash Consideration set forth in the Final Closing Statement (as finally determined in accordance with Section 11.2(a1.8)). (i) exceeds No Losses may be recovered under Section 7.2(a)(i) in respect of any Company General Representation Claim until such Losses exceed $50,000 204,375 in the aggregate (the “Threshold Basket Amount”), at which time the Indemnitee(s) Indemnified Parties shall be entitled to indemnification for recover in accordance with this Article 7 all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation Losses, inclusive of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of those Losses that were included in comprise the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingBasket Amount.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by As used in this Article 11, the term “Losses” include only losses actually paid or incurred and does not include any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)amounts recovered from any surety, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);insurance carrier, or third party obligor. (b) [The liability of the maximum aggregate Shareholders under Section 11.1 shall be several (not joint and several) in accordance with their respective Pro Rata Shares as set forth on Schedule 11.4.] (c) Notwithstanding anything contained herein to the contrary, (i) Seller and Shareholders shall not be required to make any indemnification obligation of each Seller for money damages payment pursuant to Section 11.2(a), other than 11.1(a) of this Agreement with respect to a claim Losses until the aggregate of all Losses exceed Dollars ($.00), and then only for indemnification arising from any breach or inaccuracy the amount by which the aggregate of any Fundamental Representationsall Losses exceeds such amount; provided, shall be limited to however, that the limitation in this subsection (i) shall not apply to Losses arising under Section 11.1(a) with respect to the breach of the representations and warranties in Sections , [(ii) in no event shall Seller be required to make indemnification payments pursuant to Section 11.1(a) in the case aggregate exceeding the amount of ▇▇▇▇ the Purchase Price,and ▇▇▇▇▇▇▇▇▇▇, (iii) in no event shall any Shareholder be required to make indemnification payments pursuant to Section 11.1(a) in the aggregate exceeding the amount of such SellerShareholder’s Pro Rata Share of the Escrow AmountPurchase Price.] In the event the Seller or any Shareholder fails to pay Purchaser an indemnity amount owed hereunder, Seller or such Shareholder shall pay Purchaser any costs (including reasonable attorney’s fees) incurred by Purchaser in collecting such indemnity payments, and such payment obligation shall be in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) addition to the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(aamounts owed under subsections (ii) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e(iii) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;above. (d) no Notwithstanding anything contained herein to the contrary, to the extent that a Loss arises from a breach of a representation or covenant which pertains solely to a particular Shareholder (and not the Seller in general), only Seller and the breaching Shareholder shall be liable or have any indemnification obligation to Purchaser for the Losses resulting from such breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses subject to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingother limitations contained herein).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding any provision of this Agreement to the contrary, the Stockholder shall have no claim may be made by obligation to indemnify any Indemnitee(sBuyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) for indemnification pursuant to Section 11.2(a) unless and until (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Threshold. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for which any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the Indemnitee(sfailure of Mirant and Buyers to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Threshold. (d) seeks Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant and Buyers to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant and Buyer to pay, the Purchase Price and the Note Price under this Agreement, will not be indemnified pursuant subject to Section 11.2(asuch limitation. (e) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) No Indemnitee shall be entitled to indemnification under this Article 5 for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case directly or indirectly caused by a willful or negligent act of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, Indemnitee or a breach by such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy Indemnitee of any Fundamental Representations representation, warranty, covenant or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the actions Stockholder, del Caribe, Eco Holdings or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right the Partnership prior to indemnification pursuant to Section 11.2(e) with respect to any Losses the Closing, to the extent (and only that the Buyer Indemnitees actually receive such insurance proceeds to the extent) cover such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLosses.

Limitations. Notwithstanding anything (i) No amount shall be payable to the contrary Buyer Indemnified Parties in this Agreement: (a) no claim may be made by any Indemnitee(s) satisfaction of claims for indemnification pursuant to Section 11.2(a6.2(a)(i) unless and until the aggregate amount of all Losses for which of the Indemnitee(s) seeks Buyer Indemnified Parties paid, incurred, sustained or accrued (or anticipated to be indemnified pursuant to Section 11.2(apaid, incurred, sustained or accrued) exceeds equal or exceed $50,000 500,000 (the “Threshold AmountThreshold”), at which time the Indemnitee(s) Sellers shall be entitled to indemnification indemnify the Buyer Indemnified Parties for the full amount of all such Losses (including all Losses included within in excess of $100,000 up to an amount equal to the Cap; provided that the Threshold Amountshall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or the related sections and subsections of the Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred);. (bii) The aggregate amount of all payments made by the maximum aggregate Sellers in satisfaction of claims for indemnification obligation of each Seller for money damages pursuant to Section 11.2(a6.2(a)(i) shall not exceed $5,000,000 (the “Cap”); provided that the Cap shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or the related sections and subsections of the Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred); provided, however, that in no event shall the aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification Pursuant to Section 6.2 exceed the amount equal to the Purchase Price. (iii) In calculating any Losses there shall be deducted any indemnification, contribution or other than similar payment actually recovered by the Indemnitee or any Affiliate thereof from any third Person with respect thereto. Any such amounts received by an Indemnitee or any Affiliate thereof with respect to a any indemnity claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, after it has received an indemnity payment hereunder shall be limited promptly paid over to the Indemnitor; provided that the Indemnitee shall not be obligated to pay over any such amount in excess of the amount paid by the Indemnitor to the Indemnitee with respect to such claim. (iiv) in the case of ▇▇▇▇ and No ▇▇▇▇▇▇▇ Shareholder shall be required to indemnify and hold harmless for more than the ▇▇▇▇, such Seller’s ▇▇▇ Shareholder Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)a Loss under Section 6.2; (cv) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) In no event shall be limited in the aggregate amount required to be paid by a ▇▇▇▇▇▇▇ Shareholder under Section 6.2 exceed the consideration portion of the Purchase Price actually received by such Seller pursuant to this Agreement▇▇▇▇▇▇▇ Shareholder; (dvi) no Seller No ▇▇▇▇▇▇▇ Shareholder shall be liable or have required to indemnify and hold harmless under Section 6.2 with respect to Losses arising from any indemnification obligation for the fraud, intentional misrepresentation, breach of any representations warranty, representation, covenant or warranty made obligation contained in this Agreement by any other Seller Shareholder; provided, however that this subclause (vi) shall not apply in Article IV the event of this Agreement, such breach by the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andCompany; (evii) no Indemnitor No Seller shall have any right liability for any Loss to indemnification pursuant to Section 11.2(ethe extent that an allowance, provision or reserve covering such Loss is specifically included in the Closing Working Capital. (viii) with Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, this ARTICLE VI shall be the sole and exclusive remedy for breach of, or inaccuracy in, any representation, warranty, or covenant contained herein, or otherwise in respect to of the transactions contemplated hereby. (ix) No Seller shall have liability under any provisions of this Agreement for any Losses to the extent (and only that such Losses were caused by actions taken or omitted to be taken by Buyer or any of its Affiliates with respect to the extentCompany, Business, Purchased Assets and/or Assumed Liabilities after the Closing Date. (x) No Buyer shall have liability under any provisions of this Agreement for any Losses to the extent that such Losses are duplicative were caused by actions taken or omitted to be taken by Seller or any of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment its Affiliates with respect to the Initial Company, Business, Purchased Assets and/or Assumed Liabilities prior to the Closing Price at ClosingDate.

Limitations. Notwithstanding anything Other than in respect of any fraud, intentional misrepresentation, or willful breach, Purchaser’s obligations to indemnify Seller Indemnitees pursuant to a Purchaser Indemnifiable Matter are subject to the contrary in this Agreementfollowing limitations: (ai) no claim may Purchaser shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a9.3(a)(i) unless for any breach of its representations and warranties in this Agreement (other than claims for breaches or inaccuracies of Fundamental Purchaser Representations) until such time as the aggregate total amount of all Losses (including Losses arising from other Purchaser Indemnifiable Matters) for Claims that have been suffered or incurred by all of the Seller Indemnitees collectively, or to which the Seller Indemnitees have otherwise become subject, exceeds the Indemnification Threshold. If the total amount of Losses for which all such Purchaser Indemnifiable Matters exceeds the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (Indemnification Threshold, the “Threshold Amount”), at which time the Indemnitee(s) Seller Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all Losses from the first dollar, and not just in excess of the Indemnification Threshold. (ii) With respect to any claim as to which the Seller Indemnitees may be entitled to indemnification, Purchaser shall not be liable for any individual or series of related Losses which do not exceed $2,500.00 (which Losses shall not be counted toward the Indemnification Threshold). (iii) The aggregate Liability of Purchaser for indemnification under Section 9.3(a)(i) (other than claims for breaches or inaccuracies of Fundamental Purchaser Representations) shall not exceed the Indemnification Cap. (iv) The aggregate Liability of Purchaser for indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, Purchaser Indemnifiable Matters shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate not exceed an amount equal to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingPurchase Price.