Common use of Limitations Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitations. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated under this Section 7 to indemnify an Indemnified Party otherwise entitled to indemnity hereunder in respect of any indemnifiable claims or losses that result from the willful misconduct, bad faith or grossly negligent acts or omissions of the Indemnified Party. (ai) Transferor shall Any failure by the Seller, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 13, or any material breach by the Seller of a representation or warranty set forth in Section 13.02(a) or in a writing furnished pursuant to Section 13.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not be liable under cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant to Section 7.02(a)(i13.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Seller under this Agreement and any applicable Reconstitution Agreement, if such failure or breach ofis not cured within one (1) Business Day after the Seller receives written notice of such failure or breach (which may be provided by e-mail), or inaccuracy inand shall entitle the Purchaser, any Transferor Limited Representation until Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the aggregate amount of all such Losses exceeds an amount equal to 2.0% rights and obligations of the ConsiderationSeller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Seller (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, in which event Transferor appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Seller as servicer, such provision shall be liable for all such Losses from given effect. (ii) Any failure by the first dollar; providedSeller, howeverany Subservicer or any Subcontractor to deliver any information, that the aggregate amount of all Losses for which Transferor shall be liable report, certification or accountants’ letter when and as required under Section 7.02(a)(i6.04 or 6.05, including (except as provided below) any material failure by the Seller to identify pursuant to Section 13.04(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Seller under this Agreement and any breach ofapplicable Reconstitution Agreement, or inaccuracy inand shall entitle the Purchaser, any Transferor Limited Representation shall not exceed an amount equal Master Servicer or Depositor, as applicable, in its sole discretion to 10.0% terminate the rights and obligations of the ConsiderationSeller as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Seller (except to the extent provided in Section 13.05(b)(iv) below), and if the Seller is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Seller as servicer, such provision shall be given effect. (biii) If The Seller shall promptly reimburse the Purchaser (or any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts designee of the indemnified Party shall not require litigation or other extraordinary activitiesPurchaser, (iisuch as a master servicer) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party Depositor, as applicable, for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably all reasonable expenses incurred by the indemnified Party Purchaser (or such designee) or such Depositor, as such are incurred, in connection with such recovery, including investigation the termination of the underlying claim Seller as servicer and the transfer of collection servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. (iv) In the event the Seller is terminated pursuant to this Section 13, the Purchaser hereby agrees to pay the Seller any accrued and outstanding servicing fees owing to the Seller to the date of such amount, a "Net Recovery"). If an indemnified Party termination and to cause the successor servicer to agree to reimburse the Seller for any Servicing Advances that the Seller actually made as servicer pursuant to this Agreement which the successor recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIrelated Mortgagor.

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

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

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

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

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

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

Limitations. (a) Transferor No Indemnified Party shall not be liable under Section 7.02(a)(i) with respect to make any breach of, or inaccuracy in, any Transferor Limited Representation Claim for indemnification against an Indemnifying Party unless and until the aggregate amount of all such indemnifiable Losses of such Indemnified Party exceeds an amount equal to 2.0% of Twenty-five Thousand Dollars ($25,000.00) (the Consideration“Minimum Claim Amount”), in which event Transferor whereupon the Indemnified Party shall be liable entitled to indemnification for all the amount of such Losses from the first dollarClaim, or portion thereof; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such Minimum Claim Amount shall not exceed apply in the case of any Claim for Losses attributable to a Fundamental Representation. Except as otherwise provided herein, no Indemnified Party may recover, in the aggregate, an amount equal to 10.0% of greater than Five Million Five Hundred Thousand Dollars ($5,500,000.00) (the Consideration. (b“Cap”) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorother pursuant to Section 18.1 or Section 18.2; provided, however, that such Cap shall not apply in the case of any claim for Losses attributable to breaches of any of the Fundamental Representations. The limitations set forth in this Section 18.6(a) shall not apply to any claims for indemnification (A) made pursuant to Sections 18.1(a), (b) or (c) or Section 18.2(a) or made (B) for Losses resulting from fraud (as ultimately determined by a court of competent jurisdiction), intentional misrepresentation or willful misconduct provided, further, that in no event shall any Party have any liability hereunder in excess of the Purchase Price. (b) No claim for indemnification may be made or pursued (and each party, as applicable, expressly waives any right to indemnification) for any indirect damage, consequential or special loss or damage, diminution in value, economic loss, loss of profits or punitive damages, except to the extent actually awarded to a third party or agreed to by the Parties. (c) The Indemnified Party shall take all reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses hereunder. (d) Notwithstanding anything herein to the contrary, the amount of any Loss for which indemnification is provided under this Section 18 shall be net of (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified the Indemnified Party from a Primary Obligorpursuant to any indemnification by, net or indemnification agreement with, any third party with respect to the matter to which the Loss relates, less any costs or expenses incurred in connection therewith, and (ii) any insurance proceeds or other cash receipts or sources of premium increases, deductibles and other costs reasonably incurred reimbursement actually recovered by the indemnified Indemnified Party with respect to the matter to which the Loss relates, less any costs, expenses or premiums incurred in connection with therewith (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such recovery, including investigation of the underlying claim items identified in clauses (i) and of collection (such amountii), a "Net Recovery"“Collateral Source”). If the amount to be netted hereunder from any payment required under this Section 18 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an indemnified Indemnified Party recovers pursuant to this Section 18, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 18.6(d) had such determination been made at the time of such payment. To the extent an Indemnified Party may have a right to receive proceeds from a Primary Obligor after being indemnified by Collateral Source and such Indemnified Party does not pursue such right, any Indemnifying Party may, in its sole discretion, require such Indemnified Party to grant an indemnifying Partyassignment of the right of such Indemnified Party to assert a claim against any such Collateral Source. In the event of such assignment, the indemnified Indemnifying Party shall refund the Net Recovery may pursue such claim at its own expense subject to the indemnifying Party Indemnified Party’s right to the extent of participate in such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIeffort.

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

Limitations. (a) Transferor shall not be liable Except for any Losses related to or arising from breaches of any representations or warranties regarding accounts receivable or Taxes, the covenants of ABB regarding product liability claims coverage under Section 7.02(a)(i) this Agreement, and any Losses with respect to any breach ofFlakt Contract Claims, or inaccuracy in, any Transferor Limited Representation until the aggregate amount none of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable subject to any Threshold Amount, the indemnified party shall be entitled to indemnification only if the total aggregate Losses under the Transaction Agreements exceed Two Hundred Fifteen Thousand US Dollars (US$215,000) (the "THRESHOLD AMOUNT"). Once the Threshold Amount has been exceeded, the indemnified party shall be entitled to indemnification for all such amounts above the Threshold Amount. Except for any Losses related to or arising from breaches of any representations or warranties regarding accounts receivable or Taxes, the first dollar; providedcovenant of ABB regarding product liability claims coverage contained in any of this Agreement, however, that the aggregate amount of all and any Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach ofFlakt Contract Claims, or inaccuracy in, none of which shall be subject to any Transferor Limited Representation shall not exceed an amount equal to 10.0% limitation of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")liability, the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of total aggregate amount which the indemnified Party parties under the Transaction Agreements shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified under the Transaction Agreements will not exceed thirty percent (30%) of the total aggregate purchase price pursuant to the Transaction Agreements. Any payment by or otherwise recover ABB pursuant to any amount from any Transferred Company or Hoshi if such amount would claim shall constitute Losses a reduction of the Purchase Price. Buyer at its option may direct ABB to make the indemnity payment to Company. The sole remedy of Buyer and ABB for which Transferor is otherwise liable for indemnification under breaches of this ARTICLE VIIAgreement shall be claims made in accordance with and subject to the limitations of this Article IX. This Agreement, the Pressure Systems Stock Purchase Agreement and the Intellectual Property Asset Purchase Agreement are the "TRANSACTION AGREEMENTS".

Limitations. The indemnification for breaches of representations or warranties provided for in subsections 10.2(a)(i) and 10.2(b)(i) shall be limited as follows: (ai) Transferor Stockholders shall not be liable required to indemnify UBI under this Section 7.02(a)(i) with respect 10, and UBI shall not be required to any breach ofindemnify Stockholders under this Section 10, or inaccuracy in, any Transferor Limited Representation until unless the aggregate amount for which indemnity would otherwise be required hereunder exceeds $300,000 (the "Indemnification Basket"), in which case Stockholders or UBI, as the case may be, shall be responsible for all such indemnifiable amounts due pursuant to this Section 10 in excess of the Indemnification Basket, up to a maximum amount equal to the Purchase Price (the "Indemnification Cap"). The indemnification obligation of any party hereto shall be satisfied through a cash payment to the party seeking indemnification, but the aggregate indemnification obligation of the Stockholders, on the one hand or UBI, on the other, shall in no event exceed the Purchase Price. (ii) Any indemnifiable liability or reimbursement under this Section 10 shall be limited to the amount of actual damages (of any nature) subject to indemnification actually sustained by a party hereto, net of any applicable insurance payments actually received, other reimbursement or tax benefit actually realized by such party. (iii) If an Indemnifying Party (as such term is defined in Section 10.4 hereof) has indemnified an Indemnified Party(as such term is defined in Section 10.4 hereof) pursuant to this Agreement, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party in respect of the matter as to which the indemnity related and may pursue the same at the Indemnifying Party's expense. If an Indemnified Party obtains a recovery of all or any part of any amount that an Indemnifying Party has paid to such Losses exceeds Indemnified Party or which an Indemnifying Party has reimbursed an Indemnified Party, such Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Party an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationrecovery. (biv) If After the Closing, Article 10 shall provide the exclusive remedy for any Loss sustained by an indemnified Party is covered by an insurance policymisrepresentation or breach of warranty, covenant or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation any Ancillary Agreement or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under claim arising out of this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. 9.1.1. The liability of any Party under this Agreement shall be limited as follows: No relevant claim may be made unless written notice of the claim concerned has been given by the Party seeking indemnification (the “Indemnified Party”) to the Party from whom indemnification is sought (the “Indemnifying Party”) before the third (3rd) anniversary of Closing for the claims other than Tax and before the fifth (5th) anniversary of Closing plus 120 days for the claims regarding Tax; (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the maximum aggregate amount of all such Losses exceeds an amount equal to 2.0% liability of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Indemnified Party under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Clause 8 shall not exceed an amount equal to 10.040% (forty percent) of the Consideration.aggregate of the Assignment Price; (b) If and to the extent that any Loss sustained Losses giving rise to a claim by an indemnified Indemnified Party is covered hereunder which would not have arisen but for a transaction, action or omission carried out or effected by the Indemnified Party (save for where such transaction, action or omission has been procured by an insurance policyIndemnifying Party) at any time after the Closing or arises as a result of any change in law after the Closing, or an indemnification, contribution or similar obligation the practice of another Person (a "Primary Obligor")any governmental body occurring after the Closing, the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Indemnifying Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of have any Primary Obligor to have paid the indemnified Party responsibility for such Loss. The amount of any Losses for which an indemnifying Losses; (c) An Indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled required to be indemnified indemnify an Indemnified Party in respect of any contingent or potential liability unless and until such liability has become actual and has been paid for by the Indemnified Party or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.has become the subject matter of a binding non-appealable obligation to pay by the Indemnified Party;

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable treated for Tax purposes as an adjustment of the Purchase Price to the extent such characterization is proper or permissible under relevant Tax law, including court decisions, statutes, regulations and administrative promulgations. (b) All Liabilities and Expenses recoverable by an Indemnified Party under Section 7.02(a)(i9.1 or 9.2 shall be net of recoveries, contributions, indemnification or other similar payments from third Persons actually received by such Indemnified Party, less the reasonable costs of recovering amounts (including but not limited to any insurance proceeds) from such third Persons. Any such amounts received by an Indemnified Party with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnified Party shall not be obligated to pay over any such amount in excess of the amount paid by the Indemnitor to the Indemnified Party with respect to such claim. The Indemnified Party shall use its commercially reasonable efforts to receive such indemnification payments from third Persons. (c) Except for remedies that cannot be waived as a matter of Law and injunctive relief and except with respect to fraud, if the Closing occurs, this Section 9 shall be the exclusive remedy for breaches of this Agreement or otherwise in respect of the sale of the Assets contemplated hereby. (d) If any Seller breaches any covenant in Section 6.6 (Confidentiality), Sellers acknowledge such violation or breach ofmay cause irreparable injury to Buyer, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all which may be impossible to estimate or determine and which may not be adequately compensated by monetary damages. Accordingly, Buyer shall be entitled to specific performance, temporary and permanent injunctive relief or such Losses exceeds an amount equal other equitable remedies as may be available from any court of competent jurisdiction without the necessity of posting a bond. (e) Notwithstanding anything contained herein to 2.0% of the Considerationcontrary, in which event Transferor no Indemnitor shall be liable pursuant to this Section 9 to any Indemnified Party for all such Losses from the first dollarspecial, punitive, consequential or incidental damages; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation foregoing shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained preclude recovery by an indemnified Indemnified Party is covered pursuant to this Section 9 of any special, punitive, consequential or incidental damages actually paid by an insurance policy, or an indemnification, contribution or similar obligation of another Person (Indemnified Party as a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure result of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthird party claim.

Limitations. (a) Transferor shall not be liable The parties hereto agree that their respective remedies under Section 7.02(a)(i) Article IX of this Agreement are their exclusive remedies under this Agreement, including without limitation, any matter based on the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any party hereto contained herein or based on the failure of any covenant, agreement or undertaking herein, and the parties hereto hereby waive any claims with respect to any breach ofother right of contribution or indemnity available against any Indemnifying Party hereunder in such capacity on the basis of common law, statute or inaccuracy in, any Transferor Limited Representation until otherwise beyond the aggregate amount express terms of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarthis Agreement; provided, however, that the aggregate amount of all Losses this exclusive remedy for which Transferor shall be liable damages does not preclude a party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationthis Agreement. (b) If Notwithstanding any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation other provision of another Person (a "Primary Obligor")this Agreement, the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts liability for indemnification of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery any Indemnifying party under this Agreement shall be delayed or withheld due to not exceed the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation actual damages of the underlying claim party entitled to indemnification and of collection shall not include incidental, consequential, indirect, special, punitive, exemplary or other similar damages or diminution in value, other than compensatory damages. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor c) Sellers shall not be entitled required to be indemnified make any payment pursuant to this Article IX for any Damages arising out of matters described in Section 9.1(c) unless the aggregate amount of Damages incurred by or otherwise recover any Mackinac Indemnified Parties shall exceed $50,000 and then for the full amount of such Damages from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable the first dollar. (d) The maximum aggregate liability of Sellers for indemnification under pursuant to this ARTICLE VIIArticle IX, and Mackinac Indemnified Parties’ sole and exclusive recourse for indemnification Damages resulting in indemnification claims hereunder, shall be limited to $370,000 in the aggregate. (e) No Seller shall be responsible for any Damages in an amount that exceeds such Seller’s percentage ownership of the Shares multiplied by the amount of such Damages. (f) Sellers shall not be required to make any payment for any Damages disclosed in the Disclosure Schedule to this Agreement.

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

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

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

Limitations. (a) Transferor No Party shall not be liable required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may seek indemnification under Section 7.02(a)(i10.2(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 10.3 until the aggregate amount of claims against that the Party seeking indemnification (a “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($30,000.00), after which the Claimant shall be entitled to recover, and the Indemnitor(s) shall be obligated for, all such Losses exceeds an amount equal to 2.0% losses, costs, liabilities, damages and expenses for Claimant in excess of the Consideration, in which event Transferor shall be liable for all first Thirty Thousand Dollars ($30,000.00) of such Losses from the first dollarlosses; provided, however, that the aggregate amount of all Losses for which Transferor this deductible shall be liable not apply to claims under Section 7.02(a)(i10.2(b). (c) with respect In addition to any breach ofthe foregoing, or inaccuracy inthe Company, any Transferor Limited Representation Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed an the amount equal to 10.0% number of Exchange Shares issued pursuant to this Agreement, multiplied by the per share book value of the Consideration. (b) If any Loss sustained shares of stock of Buyer’s subsidiary, FinWise Bank, as set forth on the most recent Call Report filed by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due FinWise Bank prior to the failure of any Primary Obligor to have paid Closing (the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"“FinWise Book Value”). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Buyer agrees not to seek indemnification from an Exchangor who, at Closing, owned less than 5% of the Company in an amount not to exceed that value of the number of Exchange Shares received by such individual Exchangor multiplied by the FinWise Book Value. (d) Further, the obligation of any individual Exchangor to indemnify Buyer under Section 10.2(b), and the Buyer’s obligation to indemnify an individual Exchangor, shall not exceed the amount equal to the number of Exchange Shares received by the Exchangor multiplied by the FinWise Book Value. For purposes of Section 10.6 (c) and (d), any entity that is a Seller and its Beneficial Owner(s) shall be entitled treated as a single Exchangor. (e) In calculating the amount of losses to the Buyer or the Selling Parties under Section 10.2 and Section 10.3 such losses shall be indemnified reduced by or otherwise recover any amount recovery from any Transferred Company third party (including insurance proceeds) as a result of the facts or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIcircumstances giving rise to the losses.

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

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

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

Limitations. (a) Transferor The Indemnifying Party shall not be liable under Section 7.02(a)(i) for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with respect the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any breach and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 11. Notwithstanding anything in this Section 11 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or inaccuracy inother expenses in connection with investigating, responding to or defending any Transferor Limited Representation until Proceedings as contemplated by this Section 11, the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Indemnifying Party shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount any settlement of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Proceedings effected without its written consent if (i) such efforts settlement is entered into more than 60 days after receipt by the Indemnifying Party of the indemnified Party shall not require litigation or other extraordinary activities, such request for reimbursement and (ii) the indemnified Indemnifying Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously shall not have reimbursed such Indemnified Person in accordance with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due request prior to the failure date of any Primary Obligor to have paid the indemnified Party for such Losssettlement. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Indemnifying Party shall refund not, without the Net Recovery to the indemnifying Party to the extent prior written consent of such prior indemnification. Notwithstanding the foregoing, Transferor an Indemnified Person (which consent shall not be entitled unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to be indemnified such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or otherwise recover on behalf of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Person.

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

Limitations. (a) Transferor No Party shall not be liable required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may seek indemnification under Section 7.02(a)(i10.2(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 10.3 until the aggregate amount of claims against that the Party seeking indemnification (a “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($30,000.00), after which the Claimant shall be entitled to recover, and the Indemnitor(s) shall be obligated for, all such Losses exceeds an amount equal to 2.0% losses, costs, liabilities, damages and expenses for Claimant in excess of the Consideration, in which event Transferor shall be liable for all first Thirty Thousand Dollars ($30,000.00) of such Losses from the first dollarlosses; provided, however, that the aggregate amount of all Losses for which Transferor this deductible shall be liable not apply to claims under Section 7.02(a)(i10.2(b). (c) with respect In addition to any breach ofthe foregoing, or inaccuracy inthe Company, any Transferor Limited Representation Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed an the amount equal to 10.0% number of Exchange Shares issued pursuant to this Agreement, multiplied by the ConsiderationAverage FinWise Share Price . (bd) If any Loss sustained by an indemnified Party is covered by an insurance policyFurther, or an indemnification, contribution or similar the obligation of another Person (a "Primary Obligor"any individual Exchangor to indemnify Buyer under Section 10.2(b), and the indemnified Party shall use commercially reasonable efforts Buyer’s obligation to recover the Loss from the Primary Obligor; providedindemnify an individual Exchangor, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, exceed the amount equal to the number of Exchange Shares received by the Exchangor multiplied by the Average FinWise Share Price. For purposes of Section 10.6 (iic) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iiid), any entity that is a Seller and its Beneficial Owner(s) no indemnification or recovery under this Agreement shall be delayed or withheld due treated as a single Exchangor. (e) In calculating the amount of losses to the failure of any Primary Obligor to have paid Buyer or the indemnified Party for Selling Parties under Section 10.2 and Section 10.3 such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII losses shall be reduced by the amounts actually recovered by an indemnified Party any recovery from any third party (including insurance proceeds) as a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation result of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery facts or circumstances giving rise to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIlosses.

Limitations. Notwithstanding anything herein to the contrary, no Indemnifying Party shall be liable under this Agreement for any punitive, consequential, special, incidental or indirect damages, including, without limitation, lost profits, lost revenues, lost opportunity or loss of business; provided, however, that this limitation shall not apply to (a) Transferor damages arising from third-party claims for which indemnification is sought, or (b) damages resulting from the Indemnifying Party’s gross negligence or willful misconduct. In the event of any losses or damages, or alleged losses or damages, giving rise to indemnification or a claim for indemnification under this Agreement, the Indemnified Party hereby covenants and agrees to use commercially reasonable efforts (not requiring material expense, litigation, or diversion of significant internal resources) to mitigate such loss or damages, and the resulting indemnified losses or damages. The amount of an Indemnified Party’s indemnification obligations hereunder will be offset by the amount of any insurance proceeds actually recovered from insurers with respect to such losses or damages (net of any deductibles, co-payments or out-of-pocket costs of collection and any increase in insurance premiums attributable to such recovery). The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a)(i7.01.(a) with respect to any breach ofor Section 7.02(a), or inaccuracy inas the case may be, any Transferor Limited Representation until the aggregate amount of all Losses in respect of indemnification under such Losses applicable section exceeds an amount equal to 2.0% of $6,500 (the Consideration“Deductible”), in which event Transferor the Indemnifying Party shall only be required to pay or be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% in excess of the ConsiderationDeductible. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. Except as otherwise provided herein: (a) Transferor shall not be liable If an Indemnified Party recovers Damages from an Indemnifying Party under Section 7.02(a)(i) 10.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages subject to the subrogation rights of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% insurer providing insurance coverage under one of the Consideration, in which event Transferor shall be liable for all such Losses from Indemnified Party’s policies and except to the first dollar; provided, however, extent that the aggregate amount grant of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect subrogation rights to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the Indemnifying Party is prohibited by the terms of the Considerationapplicable insurance policy. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses Damages owed to any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually recovered (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such party shall reimburse the Indemnifying Party for such reduction in Damages for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an such party was indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery prior to the indemnifying Party to the extent realization of such prior indemnificationreductions of Damages). (c) Minto Delaware agrees to pledge the shares of Common Stock and Series A Preferred Stock held by Minto Delaware as collateral for the indemnification obligations of each of Minto Delaware and Minto Holdings set forth in this Article X for a period of three years following the Initial Closing. Minto Delaware shall deliver possession of its shares of Common Stock and Series A Preferred Stock at the Initial Closing to secure the pledge. Notwithstanding the foregoing, Transferor Minto Delaware shall not be entitled have the right to be indemnified (i) borrow up to 50% of the liquidation amount of the shares of Series A Preferred Stock held by it and (ii) pledge, mortgage or otherwise recover create any amount from other lien or security interest (in all cases, senior to the Purchaser’s security interest) on any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIand all of the shares of Common Stock and Series A Preferred Stock in favor of a third party lender. The Purchaser agrees to execute any reasonable documentation to accomplish the foregoing on a prompt basis.

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

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

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

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

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

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

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

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

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

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

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarInsurance Proceeds; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossThird Parry Coverage. The amount of any Indemnifiable Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII shall Agreement will be reduced by the net of any amounts actually recovered by an indemnified the Indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any third Person (including amounts actually recovered under the indemnified Indemnified Party’s insurance policies) with respect to such Indemnifiable Losses. Any Indemnifying Party in connection with such recovery, including investigation hereunder will be subrogated to the rights of the underlying Indemnified Party upon payment in full of the amount of the relevant Indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim and will not be relieved of collection (such amountthe responsibility with respect thereto or, a "Net Recovery")solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If an indemnified any Indemnified Party recovers an amount from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent third Person in respect of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Indemnifiable Losses for which Transferor indemnification is otherwise liable for indemnification under provided in this ARTICLE VIIAgreement after the full amount of such Indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such Indemnifiable Losses, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such Indemnifiable Losses plus the amount received from the third Person in respect thereof, less (Y) the full amount of such Indemnifiable Losses.

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

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

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

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

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

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

Limitations. (a) Transferor Notwithstanding the foregoing, and subject to the following sentence, the aggregate amount payable by the Indemnifying Party pursuant to this Section 8 shall not exceed $1,200,000, plus reasonable legal and out-of-pocket expenses actually incurred in connection with enforcing this Agreement. The Indemnifying Party shall not be liable under Section 7.02(a)(i) for any settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If any settlement of any Proceeding is consummated with respect the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any breach and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or inaccuracy inother expenses in connection with investigating, responding to or defending any Transferor Limited Representation until Proceeding as contemplated by this Section 8, the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Indemnifying Party shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount any settlement of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Proceeding effected without its written consent if (i) such efforts settlement is entered into more than 15 business days after receipt by the Indemnifying Party of the indemnified Party shall not require litigation or other extraordinary activities, such request for reimbursement and (ii) the indemnified Indemnifying Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously shall not have reimbursed such Indemnified Person in accordance with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due request prior to the failure date of any Primary Obligor to have paid the indemnified Party for such Losssettlement. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Indemnifying Party shall refund not, without the Net Recovery to the indemnifying Party to the extent prior written consent of such prior indemnification. Notwithstanding the foregoing, Transferor an Indemnified Person (which consent shall not be entitled unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Proceeding in respect of which indemnity has been sought hereunder by such Indemnified Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to be indemnified such Indemnified Person from all liability on the claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or otherwise recover on behalf of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Person.

Limitations. (a) Transferor In calculating any Loss, such amounts shall not be liable calculated net of any Third-Party insurance proceeds which have been recovered (after deducting therefrom any amount expended in pursuing or defending any claim) by the Indemnified Party under Section 7.02(a)(iany insurance policy in connection with the facts giving rise to the right of indemnification and net of any net Tax benefits actually realized by the Indemnified Party (factoring in any Tax costs expected to be realized in connection with lost amortization or depreciation deductions expected in connection thereof) in the year of the Loss or other expenses payable with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified thereto. An Indemnified Party shall use commercially reasonable efforts to recover make such recoveries. In any case where an Indemnified Party recovers from any Third Party any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this ARTICLE XI, such Indemnified Party shall promptly pay over to the Loss from Indemnitor the Primary Obligor; providedamount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery or Taxes imposed on such recovery or on the payment over of such recovery), however, that but not in excess of the sum of (i) such efforts any amount previously so paid by the Indemnitor to or on behalf of the indemnified Indemnified Party shall not require litigation or other extraordinary activities, in respect of such matter and (ii) any amount expended by the indemnified Party may attempt Indemnitor in pursuing or defending any claim arising out of such matter. (b) The right to recover from indemnification and payment of Losses based on any inaccuracy in or breach of any representation, warranty or agreement will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the indemnifying Party under execution and delivery of this Agreement before or simultaneously the Closing Date, with respect to the facts as a result of which such efforts representation, warranty or agreement was inaccurate or breached. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Losses or other remedy based on such representations, covenants and obligations. (iiic) no IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF REVENUES OR PROFITS OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING SHALL NOT (I) APPLY TO THE EXTENT SUCH DAMAGES ARE AWARDED IN CONNECTION WITH A THIRD-PARTY CLAIM OR (II) LIMIT ANY REASONABLY FORESEEABLE CONSEQUENTIAL DAMAGES SOUGHT BY AN INDEMNIFIED PARTY AS A RESULT OF ANY LOSS (SUBJECT TO THE OTHER LIMITATIONS CONTAINS IN THIS ARTICLE XI). (d) Seller shall not be required to indemnify and hold harmless Buyer pursuant to Section 11.1(a) to the extent the matter in question was expressly taken into account in the amount of Net Working Capital as finally determined pursuant to Section 4.5(b). (e) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XI shall be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the transactions contemplated hereby. The parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XI by seeking damages for breach of contract, tort or pursuant to any other theory or liability. Any liability for indemnification or recovery under this Agreement shall be delayed or withheld due to the failure determined without duplication of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced recovery by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation reason of the underlying claim and state of collection (facts giving rise to such amountliability constituting a breach of more than one representation, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partywarranty, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by covenant or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIagreement.

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

Limitations. The obligations of Sellers to indemnify Buyer pursuant to this Article XIV shall be subject to the following limitations: (a) Transferor No indemnification shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation until be made unless the aggregate amount of all such Buyer's Losses exceeds an amount equal Two Hundred Fifty Thousand Dollars ($250,000) minus the Non-Excess Damage (the "Deductible"), and then indemnification shall only be required to 2.0% be made to the extent of Buyer's Losses that exceeds the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationDeductible. (b) If No indemnification shall be required to be made for any Loss sustained by an indemnified Party is covered by an insurance policyBuyer's Losses that exceed $5,000,000. (c) No indemnification shall be required to be made under Section 14.02 of this Agreement to the extent Buyer (or any of Buyer's officers, directors, or an indemnificationlegal or financial advisors) had actual knowledge of any fact, contribution information, circumstance or similar obligation of another Person (event that would constitute or support a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, claim that (i) such efforts Sellers misrepresented to Buyer any fact or information covered by any representation contained in this Agreement, or any of the indemnified Party shall not require litigation agreements, documents or other extraordinary activitiesinstruments contemplated by this Agreement, or (ii) Sellers breached or, with the indemnified passage of time, would reasonably be expected to breach, any of their warranties or failed or, with the passage of time, would reasonably be expected to fail to fulfill any of their agreements or covenants contained in this Agreement, or in any of the agreements, documents, or instruments contemplated by this Agreement. (d) The indemnification obligation of a Defending Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced so as to give effect to any net reduction in federal, state, local or foreign income or franchise tax liability realized at any time by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Asserting Party in connection with such recovery, including investigation the satisfaction by the Defending Party of the underlying a claim and with respect to which indemnification is sought hereunder. The indemnification obligation of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Defending Party shall refund the Net Recovery to the indemnifying Party also be reduced to the extent of any available insurance proceeds received by the indemnified party, provided, however that such prior indemnification. Notwithstanding the foregoing, Transferor reduction shall not be entitled effective until the Asserting Party has realized the benefit of any such tax reduction or has received any such insurance proceeds. The Defending Party shall pay its indemnification obligations as and when required by this Article XIV and the Asserting Party shall refund to the Defending Party any such amounts determined to be indemnified by or otherwise recover in excess of the Defending Party's obligations due to reductions pursuant to this Section 14.06(d). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or otherwise. (e) No indemnification shall be required to be made for any Transferred Company notification (in accordance with the first sentence of Section 14.05 hereof) received after the Termination Date. (f) From and after the Closing Date, the indemnification rights contained in this Article XIV shall constitute the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under statute or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIcommon law.

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

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

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

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

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

Limitations. (a) Transferor shall not be liable Subject to the limitations set forth in Section 7.3(b), any payment to a Buyer Indemnified Party in respect of any claim for indemnification properly asserted by any Buyer Indemnified Party under Section 7.02(a)(i7.2(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until shall first reduce the aggregate amount of all such Losses exceeds an amount equal any Consideration Shares issuable pursuant to 2.0% of this Agreement, and after which, Buyer may next seek recourse against the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationShareholders directly. (b) If Any payment by the the Shareholders or Buyer or Buyer pursuant to Section 7.2 or Section 7.3, as applicable, in respect of any Loss sustained indemnification properly asserted by an indemnified any Indemnified Party is covered by an shall be limited to the amount of any Damages that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment actually received by an Indemnified Party in respect of another Person any such claim (a "Primary Obligor"net of any deductible or any other expense incurred by the Indemnified Party in obtaining such recovery). (c) No Indemnified Party shall be entitled to double recovery 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. (d) Except with respect to any Damages arising from any fraud by the Company, the indemnified Party shall use commercially reasonable efforts to recover Shareholders or their Affiliates, the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Shareholders shall not require litigation or other extraordinary activitiesbe liable for any Damages in excess of $12,000,000. (e) Notwithstanding anything to the contrary set forth herein, (ii) the indemnified Party may attempt Buyer Indemnified Parties shall have no right to recover from the indemnifying Party indemnification under this Agreement before with respect to, or simultaneously with based on, Taxes to the extent such efforts and Taxes (iiiA) no indemnification are attributable to Tax periods (or recovery under this Agreement shall be delayed or withheld portions thereof) beginning after the Closing Date, (B) are due to the failure unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party net operating losses, credits or other Tax attribute from a Primary ObligorTax period (or portion thereof) ending on or before the Closing Date, net (C) result from transactions or actions taken by Buyer or any of premium increasesits Affiliates (including, deductibles and other costs reasonably incurred for the avoidance of doubt, the Company) after the Closing that are not specifically contemplated by the indemnified Party in connection with such recoverythis Agreement, including investigation of the underlying claim and of collection (such amountD) result from any Buyer financing transaction, a "Net Recovery"). If an indemnified Party recovers or (E) do not arise from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthird party claim.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(iNotwithstanding any other provision of this Agreement, (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under this Agreement shall in no event exceed the Base Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that and (ii) the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% liability of the ConsiderationBuyer Indemnifying Parties to indemnify the Seller Indemnified Parties for Losses under this Agreement shall in no event exceed the Base Consideration (excluding the obligations of Buyer to pay the Base Consideration at Closing). (b) If The obligation of any Loss sustained by an indemnified Party is covered by an insurance policyor Parties obligated to provide indemnification (the “Indemnifying Party”) to indemnify any Person entitled to indemnification (the “Indemnified Party”) against any Losses under Section 12.3, or Section 12.4 shall be reduced (i) by any amounts actually received by any Indemnified Party pursuant to any indemnification by, or any indemnification or other agreement with, any third party with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery) and (ii) by the amount of insurance proceeds (including proceeds under the R&W Insurance Policy) or other cash receipts or sources of reimbursement actually received by any Indemnified Party from third parties, including third party insurers, with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery). In furtherance of the foregoing, if an indemnificationIndemnifying Party pays to any Indemnified Party an amount in respect of Losses and any Indemnified Party thereafter receives from a third party a sum in respect of the matter giving rise to such Losses that would cause such Indemnified Party to recover amounts in the aggregate that exceed the amount of the relevant Losses, contribution or similar obligation of another Person then (A) if the excess was paid to a "Primary Obligor")Buyer Indemnified Party, Buyer shall promptly repay to Seller an amount equal to such excess and (B) if the indemnified excess was paid to a Seller Indemnified Party, Seller shall promptly repay to Buyer an amount equal to such excess. The Indemnified Party shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. For the Loss avoidance of doubt, this Section 12.5(b) shall not apply to amounts paid pursuant to Section 12.1(b). (c) This Article XII will provide the sole and exclusive remedy for each of the Parties hereto for any and all claims relating to this Agreement and the Transactions, including any misrepresentations, breach of warranty, covenant or other agreement set forth in this Agreement or other claim arising out of this Agreement or the Transactions (other than equitable remedies as they relate to breaches of covenants or other agreements contained herein to the extent such covenants or agreements are to be performed after the Closing), regardless of applicable Law or the legal theory under which such liability or obligations may be sought to be imposed, whether sounding in contract or tort, or whether at Law or in equity or otherwise. Nothing herein is intended to (or shall) restrict the obligations of any Person under the express terms of any Transaction Document entered into pursuant to this Agreement. (d) Except as specifically set forth in this Agreement or the Environmental Responsibilities Addendum, effective as of the Effective Time, Buyer waives any rights and claims Buyer or its Affiliates may have against Seller and its Affiliates, whether in law or equity, relating to claims for contribution and other rights of recovery with respect to the Company and its subsidiaries and their respective businesses and assets, including claims or rights arising out of or relating to any Laws or Environmental Law (whether now or hereinafter in effect). (e) Except as provided in this Section 12.5(e) and in Section 12.1(b), all claims for indemnification made by any Buyer Indemnified Party pursuant to Section 12.3(a) shall be made against and satisfied solely and exclusively out of the insurance coverage provided by the R&W Insurance Policy. There shall be no personal recourse against Seller and the R&W Insurance Policy shall be the sole and exclusive source of recovery by Buyer Indemnified Parties for Losses pursuant to Section 12.3(a) except as provided in Section 12.1(b) and except that Buyer Indemnified Parties may recover from Seller for breaches of a Fundamental Representation to the Primary Obligor; providedextent (and only to the extent) that stated coverage available under the R&W Insurance Policy is not adequate to pay Losses provided that such claim has been made within the appropriate survival period set forth in Section 12.2 and is otherwise not restricted by the limitations set forth in this Section 12.5. (f) Each Indemnified Party shall take commercially reasonable efforts to mitigate any Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, howeverevent or circumstance giving rise to such Losses. (g) In the event that any specific Losses are suffered by any one or more Indemnified Party for which any such Indemnified Party is entitled to indemnification and any such Indemnified Party is actually indemnified by an Indemnifying Party in full with respect to all such Losses incurred by such Indemnified Party, that then such Losses shall be deemed to no longer exist and, therefore, any further recovery by such Indemnified Party from any Indemnifying Party for such same Losses would constitute an unintended “double” recovery and shall be prohibited under this Agreement. (h) Notwithstanding the foregoing, (i) such efforts of this Article XII (including the indemnified Party limitations set forth in this Section 12.5), shall not require litigation apply to Losses arising under or other extraordinary activities, in connection with Fraud except to the extent such Losses are covered by the R&W Insurance Policy and (ii) the indemnified Party may attempt limitations set forth in this Section 12.5 shall not apply to recover from the indemnifying Party Losses arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoverythe Environmental Responsibilities Addendum. For the avoidance of doubt, including investigation the Parties agree that nothing in this Article XII shall limit or otherwise affect the obligations of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, Parties under the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIEnvironmental Responsibilities Addendum.

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

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

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

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

Limitations. (a) Transferor 5.1 An Indemnifying Party shall not be liable under Section 7.02(a)(iin respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) with respect or any amendment to or the withdrawal of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationpractice previously published by a Governmental Authority, in which either case occurring after the Agreement Date, in the event Transferor the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all such reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses from the first dollar; provided, however, that the aggregate amount which are subject matter of all Losses for which Transferor an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Agreement. 5.5 The Company shall not exceed an amount equal be liable to 10.0% the Indemnified Party for any claims arising out of a breach of any of the ConsiderationSeller Warranties and/or any obligations of the Seller under this Agreement. (b) If any Loss sustained by an indemnified 5.6 The Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover any an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Transferred Company Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or Hoshi otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount would constitute Losses recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.9 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (b) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.9 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which Transferor is otherwise liable the Seller has requested for indemnification waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the Conditions Precedent mentioned in [●] of the CP Confirmation Notice have been duly fulfilled to our satisfaction; and (b) [We hereby agree to waive the Conditions Precedent set out under this ARTICLE VII[●] of the CP Confirmation Notice.] [To be retained if applicable.]

Limitations. The Defending Party's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be subject to the following limitations: (a) Transferor No Indemnification shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation be made by the Defending Party until the aggregate amount of all such the Asserting Party's Losses exceeds an amount equal $500,000 (the "Deductible") and then indemnification shall only be required to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Defending Party to the extent of such prior indemnification. Notwithstanding Losses that exceed the foregoingDeductible; provided, Transferor however, the Deductible shall not be entitled applicable to (i) Sellers' obligation to indemnify Purchaser for Non-Assumed Liabilities, (ii) Purchaser's and ▇▇▇▇▇▇'▇ obligation to indemnify Sellers for Assumed Liabilities or (iii) adjustments to the Purchase Price provided for in Section 5.05. (b) No indemnification shall be required to be indemnified made by the Defending Party of the amount of the Asserting Party's Losses that is in excess of $3,750,000 except for (i) Sellers' obligation to indemnify Purchaser for Non-Assumed Liabilities and (ii) Purchaser's and ▇▇▇▇▇▇'▇ obligation to indemnify Sellers for Assumed Liabilities, as to which there is no limitation. (c) The indemnification obligation of a Defending Party shall be reduced so as to give effect to any net reduction in federal, state, local or otherwise recover foreign income or franchise tax liability realized at any time by the Asserting Party in connection with the satisfaction by the Defending Party of a claim with respect to which indemnification is sought hereunder. The indemnification obligation of a Defending Party shall also be reduced to the extent of any available insurance proceeds; provided, however that such reduction shall not be effective until the Asserting Party has realized the benefit of any such tax reduction or has received any such insurance proceeds. The Defending Party shall pay its indemnification obligations as and when required by this Article XIII and the Asserting Party shall refund to the Defending Party any such amounts determined to be in excess of the Defending Party's obligations due to reductions pursuant to this Section 13.05(c). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from any Transferred Company of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or Hoshi if such amount would otherwise. (d) From and after the Closing Date, the indemnification rights contained in this Article XIII shall constitute Losses for which Transferor is otherwise liable for indemnification the sole and exclusive remedies of the parties hereunder an shall supersede and displace all other rights that either party may have under this ARTICLE VIIstatute or common law.

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

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Except with respect to any breach claims of, or inaccuracy incauses of action arising out of Fraud, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Considerationfollowing limitations set forth in this Section 8.5 shall apply, in which event Transferor shall be liable for all such Losses from accordance with their terms, to the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Indemnifying Parties’ respective indemnification obligations under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationthis Article VIII. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. 8.5.1 The amount of any Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII Article VIII shall be reduced by any related recoveries which the amounts Indemnified Party actually recovered by an indemnified Party from a Primary Obligorreceives (i) under insurance policies, (ii) pursuant to third party indemnification obligations, and each of the Indemnifying Parties and the Indemnified Parties with respect to any indemnification claim shall cooperate with each other and use commercially reasonable efforts in pursuing insurance or third party indemnification claims with respect to any Losses or (iii) net of premium increases, deductibles and other costs reasonably incurred by any Tax benefit available to the indemnified applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such recoveryLosses (including, including investigation without limitation, any Tax benefit arising in subsequent taxable years); provided, that the recovery of the underlying claim and of collection any amounts described in clause (such amount, i) shall not be a "Net Recovery")condition to indemnification rights hereunder. If an indemnified Indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by receives any insurance payment or otherwise recover third party indemnification payment in connection with any amount from any Transferred Company or Hoshi if such amount would constitute claim for Losses for which Transferor is otherwise liable it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment or third party indemnification payment, an amount equal to the lesser of (A) the amount previously received by the Indemnified Party under this Article VIII with respect to such claim and (B) the amount of the insurance payment or third party indemnification payment received. 8.5.2 In the event of any breach giving rise to an indemnification obligation under this Article VIII, the Indemnified Party shall and shall cause its Affiliates to use commercially reasonably efforts to cooperate with the Indemnifying Party and to take all reasonable measures requested by such Indemnifying Party to mitigate the Losses from such breach (including taking commercially reasonable efforts to prevent any contingent liability from becoming an actual liability). Any liability for indemnification under this ARTICLE VIIhereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarInsurance Proceeds; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Third Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossCoverage. The amount of any Indemnifiable Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII shall Agreement will be reduced by the net of any amounts actually recovered by an indemnified the Indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any third Person (including amounts actually recovered under the indemnified Indemnified Party’s insurance policies) with respect to such Indemnifiable Losses. Any Indemnifying Party in connection with such recovery, including investigation hereunder will be subrogated to the rights of the underlying Indemnified Party upon payment in full of the amount of the relevant Indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim and will not be relieved of collection (such amountthe responsibility with respect thereto or, a "Net Recovery")solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If an indemnified any Indemnified Party recovers an amount from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent third Person in respect of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Indemnifiable Losses for which Transferor indemnification is otherwise liable for indemnification under provided in this ARTICLE VIIAgreement after the full amount of such Indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such Indemnifiable Losses, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such Indemnifiable Losses plus the amount received from the third Person in respect thereof, less (Y) the full amount of such Indemnifiable Losses.

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

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, the indemnification provided in Sections 10.2, 10.4 and 10.5 is subject to the following limitations: (i) No demand for indemnification shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until made after the aggregate amount of all such Losses exceeds an amount equal to 2.0% expiration of the Consideration, applicable survival period set forth in Section 10.1 for the representation or warranty or covenant to which event Transferor shall be liable for all such Losses from the first dollardemand relates; provided, however, that demands for indemnification made prior to the expiration of such period shall survive until such claim for indemnification is finally adjudicated and resolved. (ii) No party hereto (nor, in each case, such party’s officers, directors, employees, agents, representatives and Affiliates) shall be liable to another party in respect of any indemnification hereunder pursuant to Sections 10.2, 10.4, or 10.5 if the Losses associated with any individual claim are less than $25,000 (the “De Minimis Claim Amount”), it being understood that any such individual claim for amounts less than the De Minimis Claim Amount shall be ignored in determining whether the Deductible has been exceeded and thereafter; and (B) unless and until the aggregate amount (without duplication) of Losses of the party seeking indemnification exceeds an amount equal to one-half of a percent (0.5%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund (the “Deductible”), at which point the Indemnified Party shall be entitled to be indemnified from and against all such Losses in excess of the Deductible. (iii) Any payments required to be made to a Parent Indemnitee pursuant to this Agreement shall be made from each Company Table of Contents Equityholder in accordance with such Company Equityholder’s Pro Rata Share (except for payments to which a Parent Indemnitee is entitled pursuant to Section 10.5, which shall be borne by the Principal Stockholder alone), by wire transfer of immediately available funds for credit to the recipient, at a bank account designated by the recipient in writing. Notwithstanding anything to the contrary contained herein, (A) in no event shall any Company Equityholder (including the Principal Stockholder) be liable to any Parent Indemnitee for Losses hereunder in excess of such Company Equityholder’s Pro Rata Share of an amount equal to one percent (1%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund, and (B) in no event shall Parent or the Surviving Corporation (separately or together) be liable to the Equityholder Indemnitees for Losses hereunder in excess of one percent (1%) of the sum of the Net Closing Merger Consideration and the Equityholder Representative Fund (which shall not limit Parent’s obligations under Sections 2.7, 2.8(d) or 2.9). (iv) The amount of Losses that any Parent Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually recovered (net of costs of enforcement, deductibles and retro-premium adjustments) by the Parent Indemnitee from any third party with respect to such Losses. Prior to pursuing a claim in respect of any Losses hereunder (other than submitting a claim notice in accordance with Section 10.6(a)), the Parent Indemnitees shall use reasonable best efforts to seek full recovery under any insurance policies of the Company or any of its Subsidiaries in existence prior to the Effective Time. In the event that any insurance or other recovery is made by any Parent Indemnitee with respect to any Loss for which such Parent Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of all the insurance or other recovery (net of costs of enforcement, deductibles and retro-premium adjustments) shall be made promptly by such Parent Indemnitee to the Equityholder Representative (on behalf of the Company Equityholders on a Pro Rata Share basis). (v) The amount of Losses that any Person shall be entitled to recover under any right of indemnification under this Article X shall be calculated net of any Tax benefits actually recognized by such Person on account of such Losses in the same Tax year of such Losses. (vi) In no event shall an Indemnifying Party be required to indemnify any Parent Indemnitee or Equityholder Indemnitee, as applicable, in respect of any Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect such Indemnifying Party has previously made payment for Table of Contents such Losses to any breach ofsuch Parent Indemnitee or Equityholder Indemnitee, or inaccuracy inas applicable, any Transferor Limited Representation shall not exceed an amount equal pursuant to 10.0% of the Consideration.this Article X. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery Any indemnity payment made under this Agreement shall be delayed or withheld due treated by the Parties for Tax purposes as an adjustment to the failure of any Primary Obligor Merger Consideration. (c) Notwithstanding anything to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible contrary contained herein and without limiting the Parent Indemnitees’ rights under this ARTICLE VII Article X, each Parent Indemnitee shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery use reasonable best efforts to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover make any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable demand for indemnification under this ARTICLE VIIArticle X prior to the later to occur of (i) twelve (12) months after the Closing Date and (ii) March 15, 2017.

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

Limitations. (a) Transferor shall not be liable under Except as set forth in Section 7.02(a)(i) with respect 10.3(b), the maximum amount an Indemnified Party may recover from an Indemnifying Party pursuant to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, indemnity provided for in which event Transferor Section 10.2 hereof shall be liable for all such Losses from limited to the first dollarEscrow Fund; provided, however, that except as set forth in Section 10.3(b), prior to any Dissolution, the liability of an Indemnifying Party for breaches of representations and warranties contained in Section 5.12 (Intellectual Property) shall be limited to a dollar amount equal to the Purchase Price. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder until such time as the aggregate amount of all Losses for which Transferor the Indemnified Party are entitled to indemnification pursuant to this Agreement exceeds $20,000, at which time the Indemnifying Party shall be liable under Section 7.02(a)(i) with respect obligated to any breach ofindemnify the Indemnified Party for the full amount of all such Losses, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal subject to 10.0% of the Considerationlimitations set forth herein. (b) If Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit the right of any Loss sustained Indemnified Party to pursue any available remedies for Losses exceeding the amount of the Escrow Fund to the extent that any such Losses are paid, sustained, incurred or accrued by an indemnified Party is covered by an insurance policyany Indemnified Party, or an indemnificationany of them, contribution directly or similar obligation of another Person (indirectly, as a "Primary Obligor")result of, the indemnified Party shall use commercially reasonable efforts to recover the Loss or in connection with, Losses resulting from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation fraud, intentional misrepresentation or other extraordinary activitieswillful misconduct, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement Liabilities, whether arising before or simultaneously with such efforts and after the Closing Date, that are not expressly assumed by Buyer pursuant to this Agreement, including without limitation, the Excluded Liabilities, or (iii) no indemnification or recovery under this Agreement any Transfer Taxes. (c) Nothing herein shall be delayed or withheld due to limit the failure liability of an Indemnifying Party for any breach of any Primary Obligor to have paid representation, warranty or covenant if the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall Closing does not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIoccur.

Limitations. (a) Transferor shall not be liable Except as set forth in Section 4.11(g), the Parent agrees that after the Effective Time the sole and exclusive remedy for all Losses under Section 7.02(a)(i) 8.1 or otherwise in connection with respect to any breach of, this Agreement or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor transactions contemplated hereby shall be liable for all such Losses from to make one or more claims against the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationEscrow Fund. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")The Stockholders, the indemnified Party shall use commercially reasonable efforts to recover Company and the Loss from the Primary Obligor; providedParent or any of its affiliates, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to indemnification for Losses arising out of matters referred to in this Article 8, unless it shall have given written notice to the indemnifying party, setting forth its claim for indemnification in reasonable detail, within the period from the Effective Time until the one-year anniversary of the Effective Time. (c) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made pursuant to this Article 8, whether from the Escrow Fund or otherwise, until the amounts which the indemnified by or party would otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for be entitled to receive as indemnification under this ARTICLE VIIAgreement aggregate at least $250,000, which shall be treated as a reduction of the indemnified party's damages. (d) An indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of this Article 8. If the indemnifying party, within thirty (30) days after the indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall have acknowledged in writing his or its obligation to indemnify, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnifying party shall not settle or compromise such claim or proceeding without the written consent of the indemnified party. The indemnified party may in any event participate in any such defense with his or its own counsel and at his or its own expense. (e) The indemnified party shall be kept fully informed by the indemnifying party of such action, suit or proceeding at all stages thereof, whether or not he or it is represented by counsel. The indemnifying party shall, at the indemnifying party's expense, make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such action, suit or proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

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

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

Limitations. (ai) Transferor shall Notwithstanding anything in this Agreement to the contrary, Buyer will not be liable to any Seller Party for any Losses under Section 7.02(a)(i6.3(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation unless and until the aggregate amount of the Losses relating to all such Losses claims exceeds an amount equal to 2.0% of the ConsiderationThreshold, in at which event Transferor time Buyer shall be liable for the amount of all such Losses from the first dollar; provided, however, that dollar in accordance with the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorterms hereof; provided, however, that (ix) such efforts Buyer shall not have any liability for any claim (or series of related claims) that involves Losses of less than the De Minimis Amount and (y) any claim (or series of related claims) that involves Losses of less than the De Minimis Amount shall not apply towards the satisfaction of the indemnified Party Threshold; provided, however, that neither the Threshold nor the De Minimis Amount shall not require litigation or other extraordinary activities, apply to the Losses resulting from breaches of the Seller Fundamental Representations. (ii) the indemnified In no event will any Seller Party may attempt be entitled to recover from the indemnifying Party under this Agreement before or simultaneously with make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits, or diminutions in value, in each case, suffered by such efforts and Seller Party. (iii) In determining the liability of a Party for indemnification pursuant to this Article 6, no indemnification or recovery under this Agreement Loss shall be delayed or withheld due deemed to have been sustained to the failure extent of any Primary Obligor to have paid the indemnified Party for proceeds previously received by such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, any insurance recovery (net of premium increases, deductibles and other all out-of-pocket costs reasonably incurred by the indemnified Party in connection with directly related to such recovery, including investigation ) or other recovery from a third party (net of the underlying claim and of collection (all out-of-pocket costs directly related to such amount, a "Net Recovery"recovery). If an indemnified amount is actually recovered from an insurance carrier or other third party after a payment has been made by the Indemnifying Party recovers from a Primary Obligor after being indemnified by an indemnifying Partypursuant to this Article 6, then the indemnified Party party receiving such amount shall refund the Net Recovery promptly remit such amount to the indemnifying Party Indemnifying Party. (iv) The Seller Parties will use commercially reasonable efforts to the extent mitigate any Losses upon becoming aware of any event, fact or circumstance that would reasonably be expected to, or does, give rise to such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIILoss.

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

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

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

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

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

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

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