Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Sections 4(a) and 6 below, if Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Indemnitee's Corporate Status, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherCompany against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, that the Company shall make such advances only to the extent permitted by lawand collectively as "Indemnifiable Amounts"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that the Reviewing Party shall not have determined (exceptions contained in Sections 4(b) and 6 below, if Indemnitee was or is a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof party or is involved) that Indemnitee would not be permitted threatened to be indemnified under applicable law, and (ii) made a party to any Proceeding by or in the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed procure a judgment in its favor by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court reason of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable lawCorporate Status, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination be indemnified by the court Company against all Indemnifiable Expenses. (c) In making any determination required to be made under Nevada law with respect to entitlement to indemnification hereunder, the person, persons or challenging any entity making such determination by the Reviewing Party or any aspect thereofshall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of this Agreement, and the Company hereby consents shall have the burden of proof to service overcome that presumption in connection with the making by any person, persons or entity of process and any determination contrary to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethat presumption.

Agreement to Indemnify. Subject to the conditions of this Article VII: (a) In the event Indemnitee wasPurchaser hereby agrees to indemnify, is defend and hold harmless Seller from and against all demands, claims, actions or becomes a party to or witness or other participant incauses of action, or is threatened to be made a party to or witness or other participant inassessments, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventlosses, the Company shall indemnify Indemnitee to the fullest extent permitted by lawdamages, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Companyliabilities, against any costs and all Expensesexpenses, judgmentsincluding, fineswithout limitation, interest, penalties and amounts paid in settlement reasonable attorney's fees, costs and disbursements and expenses (including all interestcollectively, assessments "Damages"), asserted against, resulting to, imposed upon or incurred by Seller and other charges paid its officers, directors and shareholders directly or payable in connection with indirectly, arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement of the Trust pursuant to Section 4 hereof. Notwithstanding anything Purchaser contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against (including but not limited to enforcement of this Article VII), the Company other Transaction Documents or the transactions contemplated hereby or thereby or any director facts or officer circumstances constituting such a breach; (ii) any indebtedness, obligation or liability assumed by Purchaser pursuant to Section 1.4(b) hereof; and (iii) the operation, use or ownership of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeRestaurants, Purchased Assets, Real Properties, the Company shall advanceEasements and Assumed Contracts, within ten (10) business days during, or which have otherwise accrued from or otherwise relate to, the period of such request, any and all Expenses to Indemnitee (an "Expense Advance")time after the Closing Date; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.and (b) Notwithstanding the foregoingSeller hereby agrees to indemnify, defend and hold harmless Purchaser and its officers, directors and shareholders from and against all Damages asserted against or incurred by Purchaser or such officers, directors and shareholders, directly or indirectly, arising out of or resulting from (i) a breach of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in other Transaction Documents or any facts or circumstances constituting such a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and breach; (ii) the obligation any indebtedness, obligations or liabilities of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatSeller including, if, when and to the extent that the Reviewing Party determines that Indemnitee would but not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlimited to, any determination made liability or obligation set forth in Section 1.4(a), and the tax liabilities set forth in Section 2.17 other than those expressly assumed by the Reviewing Party that Indemnitee would not be permitted to be indemnified Purchaser hereunder; (iii) a breach of or otherwise arising under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto Environmental Law (as to which all rights of appeal therefrom have been exhausted whether now or have lapsedhereafter in effect). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted the same arises out of any condition or state of facts or otherwise relates to the period of time commencing on the date of possession by law. If there has not been a Change the Seller of the Real Property in Controlquestion and ending on the Closing Date; (iv) the operation, use or ownership of the Restaurants, Purchased Assets, Real Properties, Real Properties, the Reviewing Party shall Easements and Assumed Contracts during, or which have otherwise accrued from or otherwise relate to the period of time prior to the Closing Date; (v) Seller's failure to pay and discharge all claims of creditors which may be selected asserted against Purchaser by the Board reason of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved Purchaser's waiver of compliance by a majority Seller of the Company's Board of Directors who were directors immediately prior Bulk Sales Laws; and (vi) any claims made with respect to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePlan.

Agreement to Indemnify. 10.01.1 Each of the Purchaser and the Parent, and their respective Affiliates, Associates, officers, directors, shareholders, representatives and agents (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Purchaser Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article X by law, as soon as practicable but each Shareholder in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and damages incurred by any federal, state, local or foreign taxes imposed on the Purchaser Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made in this Agreement to the contrary and except as provided in Section 5by such Shareholder, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that each Shareholder shall have no obligation to indemnify the Purchaser Indemnitees with respect to damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation or warranty made in this Agreement by any other Shareholder and further a Shareholder shall have no such Expenses obligation to indemnify a Purchaser Indemnitee hereunder unless, and to the extent, the aggregate of all damages incurred by the Purchaser Indemnities for all items covered by this Section 10.01(1) shall exceed $1,000 in the aggregate. 10.01.2 Each of the Purchaser Indemnitees shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only and held harmless to the extent permitted set forth in this Article X by lawthe Corporation in respect of any and all damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by the Corporation. (b) Notwithstanding the foregoing10.01.3 Each Shareholder and their respective Affiliates and Associates and each officer, (i) the obligations director, shareholder, employer, representative and agent of any of the Company under Section 2(aforegoing (collectively, the "Shareholder Indemnitees") shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to each be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and held harmless to the extent that set forth in this Article X by the Reviewing Party determines that Purchaser and Parent in respect of any and all damages incurred by any Shareholder Indemnitee would not be permitted to be so indemnified under applicable lawas a result of any inaccuracy or misrepresentation in or breach of any representation, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedwarranty, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination covenant or agreement made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Parent or the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change Purchaser in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. 10.01.1 Each of the Purchaser and the Parent, and their respective Affiliates, Associates, officers, directors, shareholders, representatives and agents (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Purchaser Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article X by law, as soon as practicable but each Shareholder in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and damages incurred by any federal, state, local or foreign taxes imposed on the Purchaser Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made in this Agreement to the contrary and except as provided in Section 5by such Shareholder, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that each Shareholder shall have no obligation to indemnify the Purchaser Indemnitees with respect to damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation or warranty made in this Agreement by any other Shareholder and further a Shareholder shall have no such Expenses shall be advanced only upon delivery obligation to indemnify a Purchaser Indemnitee hereunder unless, and to the Company extent, the aggregate of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified all damages incurred by the Company; provided further, that Purchaser Indemnities for all items covered by this Section 10.01(1) shall exceed $1,000 in the Company shall make such advances only to the extent permitted by law. (b) aggregate. Notwithstanding the foregoing, (i) no Shareholder shall have any obligation to indemnify the obligations Purchaser Indemnitees in an amount that exceeds the Purchase Price paid to Shareholder. 10.01.2 Each of the Company under Section 2(a) Purchaser Indemnitees shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and held harmless to the extent that set forth in this Article X by the Reviewing Party determines that Corporation in respect of any and all damages incurred by any Purchaser Indemnitee would not be permitted to be so indemnified under applicable lawas a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by the Corporation. 10.01.3 Each Shareholder and their respective Affiliates and Associates and each officer, director, shareholder, employer, representative and agent of any of the foregoing (collectively, the Company "Shareholder Indemnitees") shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should each be indemnified under applicable lawand held harmless to the extent set forth in this Article X by the Purchaser and Parent in respect of any and all damages incurred by any Shareholder Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation, any determination warranty, covenant or agreement made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Parent or the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change Purchaser in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) In The Company shall indemnify the event Indemnitee wasas provided in this Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Articles of Incorporation or becomes Bylaws as now or hereafter in effect, or by statute. The rights of the Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in other Sections of this Agreement. (b) If Indemnitee was or is a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (c) If Indemnitee was or arising is a party or is threatened to be made a party to any Proceeding by or in part out ofthe right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (d) an To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits, in any Proceeding, Indemnitee shall be indemnified against all Indemnifiable EventExpenses. (e) If Indemnitee is not wholly successful in such Proceeding but is successful on the merits as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the fullest extent permitted against all Indemnifiable Expenses incurred or paid by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee in connection with each successfully resolved claim, issue or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law as follows: (a) In Subject to the event exceptions contained in Section 10(a)(ii) below, if Indemnitee was, was or is or becomes a party to or witness or other a participant in, or is threatened to be made a party or a participant to or witness or any Proceeding (other participant in, than a Proceeding by or in the right of the Company) by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Company Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(iii) below, if Indemnitee was or is a party or a participant or is threatened to be made a party or a participant to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against all Expenses incurred or paid by the Indemnitee in connection with such Proceedings. (ic) If any JCP Fund is, or is threatened to be made, a party to or a participant in any Proceeding, then to the extent the JCP Fund’s involvement in the Proceeding arises from the Indemnitee’s service to the Company as an officer or director of the Company, the JCP Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Company Indemnitee, under Section 2(a) shall be subject this Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that same extent as Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the same extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified as if such JCP Fund was a party hereto. Each JCP Fund is an intended third party beneficiary under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify the Indemnitee, on an after-tax basis, on, and subject to, the terms of this Agreement, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4(a) and Section 8 below, if the Indemnitee was, is was or becomes a party to or witness or other participant inis, or is threatened to be made made, a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to Indemnitee’s Corporate Status from and including the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to Effective Date through the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect term of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated indemnified and held harmless by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee against or on the Indemnitee’s behalf (other than those paid by the Company or any director or officer other member of the Company unless the Company has joined Aspen Group) in or consented connection with such Proceeding (referred to the initiation of such Proceeding. If so requested by Indemniteeherein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"collectively as “Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 4(b) and Section 8 below, (i) if the obligations Indemnitee was or is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company under Section 2(a) or any other member of the Aspen Group to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status from and including the Effective Date through the term of this Agreement, the Indemnitee shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of held harmless by the Company against all Indemnifiable Expenses. (c) If any Proceeding is brought against the Indemnitee, the Company will be entitled to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatparticipate therein and, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawCompany wishes (as determined by the Board), the Company shall or other applicable member of the Aspen Group will be entitled to be reimbursed by Indemnitee (who hereby agrees assume the defense thereof with counsel reasonably satisfactory to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Indemnitee. After notice from the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority Indemnitee of the Company's Board ’s election to assume the defense of Directors who were directors immediately prior to such Change in Controla Proceeding, the Reviewing Party shall Company will not be liable to the special, independent counsel referred to in Section 3 hereof. If there has been no determination Indemnitee for any legal or other expenses subsequently incurred by the Reviewing Party or if Indemnitee in connection with the Reviewing Party determines defense thereof, except that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall will have the right to commence litigation employ counsel to represent the Indemnitee who may be subject to any Proceeding if (i) the employment thereof has been specifically authorized by the Company in any court writing, (ii) the Indemnitee has been advised by counsel that there may be one or more legal defenses available to the Indemnitee which are different from or additional to those available to the Company or other member of the Aspen Group and in the States judgment of California such counsel it is advisable for the Indemnitee to employ separate counsel or Delaware having subject matter jurisdiction thereof (iii) the Company has failed to assume the defense of such Proceeding and employ counsel reasonably satisfactory to the Indemnitee, in which venue is proper seeking an initial determination event the fees and expenses of such separate counsel will be paid by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeas provided herein.

Agreement to Indemnify. Subject to the terms and conditions of this Section, Horler and the Company each hereby agree, jointly and severally, to indemnify, defend and hold the FB Shareholders harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (aincluding paralegal and law clerk fees and other legal expenses and costs) In and expenses, asserted against, relating to, imposed upon or incurred by the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding FB Shareholders by reason of or resulting from a breach of (or arising i) any agreement set forth in part out of) an Indemnifiable Event, this Agreement by the Company shall indemnify Indemnitee or the Company Representatives, or (ii) any representation or warranty given by the Company or Horler contained in or made pursuant to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation or (iii) any liability of the Trust pursuant Company Group existing, accruing or arising on or before the Closing Date; provided that, in the case of clause (ii), notice of such breach of representation or warranty is given to Section 4 hereofthe Company or Horler within two years of the Closing Date, except with respect to the representations and warranties contained in Sections 4(a) through 4(d), 4(k) and 4(l), which shall survive without limitation. Notwithstanding anything Subject to the terms and conditions of this Section, each of Far Beyond and the FB Shareholders hereby agrees, severally and not jointly, to indemnify, defend and hold the Company harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company by reason of or resulting from a breach of (i) any agreement set forth in this Agreement to the contrary and except as provided by Far Beyond or such FB Shareholder, or (ii) any representation or warranty given by Far Beyond or such FB Shareholder contained in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Agreement, provided that notice of such breach of representation or warranty is given to Far Beyond or the Company or any director or officer FB Shareholder within two years of the Company unless the Company has joined in or consented Closing Date, except with respect to the initiation of such Proceedingrepresentations and warranties contained in Sections 2(a) - 2(b), 3(a) and 3(b), which shall survive without limitation. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf All of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel foregoing are hereinafter collectively referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, as "CLAIMS" and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in singularly as a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"CLAIM."

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable EventSeller shall indemnify and hold harmless Buyer, the Company shall indemnify Indemnitee Buying Parties (if any), the Acquired Entities and their respective Affiliates (collectively, the “Buyer Indemnitees”) to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or this Article X in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding any Losses reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Buyer Indemnitees as a result of the actual any (i) inaccuracy or deemed receipt misrepresentation in any representation or warranty of Seller made herein, (ii) breach of or failure to perform any payments under this Agreementcovenant, including the creation agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director agreement, document or officer certificate delivered hereunder, (iii) failure to pay, perform or satisfy any of the Company unless Excluded Liabilities, or (iv) the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any litigation and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or SEC investigation disclosed on behalf Section 4.16 of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawDisclosure Schedule. (b) Notwithstanding the foregoing, foregoing Section 10.1(a): (i) Seller shall not be liable under clause (i) of Section 10.1(a) of this Agreement in respect of any claim (or group of directly related claims) subject to clause (i) Section 10.1(a): (A) having a value of not more than One Hundred Thousand Dollars ($100,000) (“Qualified Claims”) and (B) until all Losses in respect of all Qualified Claims exceed Five Million Dollars ($5,000,000) in the obligations of aggregate (the Company under Section 2(a) “Minimum Amount”), and thereafter Seller shall be liable, subject to the condition that other limitations provided for elsewhere in this Agreement, for all Losses for Qualified Claims to the Reviewing Party shall not have determined (extent in a written opinion, in any case in which excess of the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Minimum Amount; (ii) The aggregate liability of Seller for all Losses under clause (i) of Section 10.1(a) of this Agreement shall not exceed Forty Million Dollars ($40,000,000) (the obligation of the Company “Maximum Amount”); (iii) Seller shall have no liability to make an Expense Advance pursuant indemnify any Buyer Indemnitee for any Losses related to Section 2(a) shall be subject to the condition that, if, when and any liability to the extent that is reflected or reserved for (i) in the Reviewing Party determines that Indemnitee would calculation of Closing Working Capital Value or (ii) on the Financial Statements or the Reference Statement; and (iv) The Minimum Amount and the Maximum Amount will not be permitted apply to be so indemnified any claims under applicable lawclauses (ii), (iii) or (iv) of Section 10.1(a) of this Agreement. (c) Buyer shall indemnify and hold harmless Seller and its Affiliates (collectively the “Seller Indemnitees” and, together with the Buyer Indemnitees, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company“Indemnitees”) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted set forth in this Article X in respect of any and all Losses reasonably and proximately incurred by law. If there has not been any Seller Indemnitee as a Change result of any (i) inaccuracy or misrepresentation in Controlany representation or warranty of Buyer made herein, the Reviewing (ii) breach of or failure to perform any covenant, agreement or obligation of Buyer or any Buying Party shall be selected by the Board in this Agreement or any agreement, document or certificate delivered hereunder; (iii) as a result of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority liabilities of the Company's Board of Directors who were directors immediately prior to such Change in ControlAcquired Business including liabilities arising from matters, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court facts and circumstances set forth in the States Disclosure Schedule; (iii) Seller Guarantees in accordance with Section 6.9; or (iv) failure to pay, perform or satisfy any of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeForeign Liabilities.

Agreement to Indemnify. Subject to the conditions of this Article VII: (a) In Purchaser hereby agrees to indemnify, defend and hold harmless Seller and the event Indemnitee wasPrincipals from and against all demands, is claims, actions or becomes a party to or witness or other participant incauses of action, or is threatened to be made a party to or witness or other participant inassessments, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventlosses, the Company shall indemnify Indemnitee to the fullest extent permitted by lawdamages, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Companyliabilities, against any costs and all Expensesexpenses, judgmentsincluding, fineswithout limitation, interest, penalties and amounts paid in settlement reasonable attorney's fees, costs and disbursements and expenses (including all interestcollectively, assessments and other charges paid "Damages"), asserted against, resulting to, imposed upon or payable in connection with incurred by Seller directly or in respect indirectly, arising out of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement of the Trust pursuant to Section 4 hereof. Notwithstanding anything Purchaser contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against (including but not limited to enforcement of this Article VII), the Company other Transaction Documents or the transactions contemplated hereby or thereby or any director facts or officer circumstances constituting such a breach; and (ii) any indebtedness, obligation or liability assumed by Purchaser pursuant to Section 1.4(b) hereof and (iii) the operation, use or ownership of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeRestaurants, Assets, Real Property Leases, Real Properties, the Company shall advanceEasements and Assumed Contracts, within ten (10) business days during, or which have otherwise accrued from or otherwise relate to, the period of such request, any and all Expenses to Indemnitee (an "Expense Advance")time after the Closing Date; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.and (b) Notwithstanding Seller and the foregoingPrincipals, jointly and severally, hereby agree to indemnify, defend and hold harmless Purchaser and its officers, directors and shareholders from and against all Damages asserted against or incurred by Purchaser or such officers, directors and shareholders, directly or indirectly, arising out of or resulting from: (i) a breach of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in other Transaction Documents or any facts or circumstances constituting such a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and breach; (ii) any indebtedness, obligations or liabilities of Seller including, but not limited to, any liability or obligation set forth in Section 1.4(a), and the obligation tax liabilities set forth in Section 2.17 other than those expressly assumed by Purchaser hereunder, (iii) a breach of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and or otherwise arising under any Environmental Law to the extent that the Reviewing Party determines that Indemnitee would not be permitted same arises out of any condition or state of facts or otherwise relates to be so indemnified under applicable lawthe period of time commencing on the date of possession by the Seller of the Real Property in question and ending on the Closing Date; (iv) the operation, use or ownership of the Restaurants, Assets, Real Properties, Leases, the Company shall Easements and Assumed Contracts during, or which have otherwise accrued from or otherwise relate to the period of time prior to the Closing Date; (v) Seller's failure to pay and discharge all claims of creditors which may be entitled to be reimbursed asserted against Purchaser by Indemnitee reason of Purchaser's waiver of compliance by Seller of the Bulk Sales Laws; and (who hereby agrees to reimburse the Companyvi) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is claims made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePlan.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party Subject to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason any express provisions of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary contrary, from and except as provided in Section 5after any Closing, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented respect to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingapplicable Property, (i) the Seller and, if Seller is not MI, MI shall indemnify, defend and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (v) any termination of employment of employees at any Property prior to or upon the Closing with respect to such Property resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Company Closing Date, (x) events, acts, or omissions of the Seller that occurred in connection with its ownership or operation of the Seller's Property prior to the applicable Closing Date or obligations accruing prior to the applicable Closing Date under any Contract of Seller (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Seller and, if Seller is not MI, MI under Section 2(a) shall 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the condition that one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with Seller's Property or any portion thereof, at any time or times prior to the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawClosing Date, and (ii) the obligation Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify, defend and hold harmless the Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, acts, or omissions of the Company Purchaser that occur in connection with its ownership or operation of the Property from and after the applicable Closing Date or obligations accruing from and after the applicable Closing Date under any Contract (except to make an Expense Advance pursuant to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 2(a) shall be 7 (and subject to the condition thatone year limitation period set forth therein), ifor (z) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof, when at any time or times from and after the applicable Closing Date. The provisions of this Section 11.1 shall not apply to the extent that the Reviewing Party determines that Indemnitee would not be permitted any liabilities or obligations with respect to be so indemnified under applicable lawhazardous substances, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse liabilities of the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made parties with respect thereto being governed by the representation and warranty of Seller set forth in Section 6.17. (b) Whenever it is provided in this Agreement that an obligation will continue after Closing as to which all rights an obligation of appeal therefrom have been exhausted Purchaser or have lapsed). Indemnitee's obligation to reimburse be assumed by Purchaser after the Company for Expense Advances applicable Closing, the Purchaser and, if Purchaser is not CHLP, CHLP shall be unsecured deemed to have also agreed to indemnify and no interest hold harmless the Seller and MI and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so continued or assumed after the applicable Closing (but not with respect to any act or omission which occurred prior to Closing). (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closings hereunder and the termination of this Agreement. All representations and warranties made in this Agreement shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be charged thereoncommenced, to if at all, on or before the extent permitted by law. If there has date which is twelve (12) months after the date of such Closing and served promptly (but in no event later than sixty (60) days after commencement) and, if not been a Change in Controlcommenced on or before such date and so served, the Reviewing Party thereafter shall be selected by the Board void and of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party force or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeeffect.

Agreement to Indemnify. (ai) In From and after the event Indemnitee wasClosing Date, is or becomes each of ▇▇▇▇▇ and ▇▇▇▇▇▇ hereby severally covenant and agree to indemnify, on a party pro rata basis, up to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising the limits set forth in part out of) an Indemnifiable EventSection 9.2(b)(ii), the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, Purchaser and its successors and assigns and hold them harmless from and against any and all Expenseslosses, judgmentsclaims, liabilities, obligations, fines, penalties penalties, damages and amounts paid in settlement expenses, including reasonable attorneys fees (including all interestcollectively, assessments and other charges paid "Losses") incurred by any of them resulting from or payable in connection with or in respect arising out of such Expenses, judgments, fines, penalties or amounts paid in settlement) any breach of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual representations or deemed receipt of any payments under warranties made by ▇▇▇▇▇ or Suozzi in this Agreement. For purposes of this Section 9.2(a), including such representations and warranties shall be considered as though made without any "material" or "Material Adverse Effect" qualification, notwithstanding the creation of the Trust pursuant presence thereof. The pro rata indemnification by ▇▇▇▇▇ and ▇▇▇▇▇▇ referred to Section 4 hereof. Notwithstanding anything above shall be made in this Agreement proportion to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer their relative ownership of the Company unless (i.e., ▇▇▇▇▇ shall be responsible for 77.78% of the Company has joined in or consented to indemnification obligations and Suozzi shall be responsible for 22.22% of the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"indemnification obligations); provided, however, that such Expenses ▇▇▇▇▇ and ▇▇▇▇▇▇ shall each be advanced only upon delivery solely responsible, up to the Company limits set forth above, for the breach of an undertaking by a representation or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only warranty contained in Article 3 hereof to the extent permitted by lawthat such breach relates solely to ▇▇▇▇▇ or Suozzi, as the case may be. (bii) Notwithstanding From and after the foregoingClosing Date, (i) the obligations ESOP hereby covenants and agrees to indemnify, up to the limit set forth in Section 9.2(b)(ii), the Purchaser and its successors and assigns and to hold them harmless from and against any Losses incurred by any of them resulting from or arising out of any breach by the Trustee of the Company under representations or warranties made by the Trustee in Section 2(a4.4. (iii) shall be subject From and after the Closing Date, the Purchaser hereby covenants and agrees to indemnify, up to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to limits set forth in Section 3 hereof is involved9.2(b)(iii), each of ▇▇▇▇▇, ▇▇▇▇▇▇ and the ESOP and each of their respective successors, assigns, heirs and personal representatives and to hold them harmless from and against any Losses incurred by any of them resulting from or arising out of (x) that Indemnitee would not be permitted to be indemnified under applicable law, any breach by the Purchaser of any of the representations or warranties made by the Purchaser in this Agreement and (iiy) the any liability or obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made Insilco which is assumed by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (Purchaser as to which all rights contemplated by Section 8.11 of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. (a) In Coil Tubing Technology Holding, Inc., and Each Shareholder, jointly and severally, with respect to each Shareholder, respectively, agrees to indemnify, defend and hold Grifco and its affiliates (the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of“Indemnified Parties) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, harmless from and against any and all Expensesclaims sustained after Closing by Grifco or any of its affiliates based upon, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid arising out of or payable in connection with or otherwise in respect of such Expenses(i) the inaccuracy of any representation or warranty, judgmentsor the breach of any covenant or agreement, fines, penalties or amounts paid in settlement) of such Proceeding and Coil Tubing Technology Holding, Inc., Shareholder contained in this Agreement or in any federalcertificate, stateagreement, local document or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under instrument delivered pursuant to this Agreement, including or (ii) the creation operation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement business or the ownership, management or use of the assets prior to the contrary Closing unless and except as provided in Section 5, Indemnitee to the extent that such claim shall not be entitled to indemnification pursuant to this Agreement in connection with have arisen solely from any Proceeding initiated by Indemnitee against the Company action of Grifco or any director or officer of the Company unless the Company has joined in or consented its affiliates prior to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing; provided, however, that such Expenses Coil Tubing Technology Holding, Inc., Shareholders shall have no liability pursuant to this Section for the first $10,000 of aggregate claims incurred by Grifco or its affiliates (the "Grifco Basket") and Coil Tubing Technology Holding, Inc., Shareholders shall be advanced responsible only for such amounts of such claims as exceed the Grifco Basket. The Indemnified Parties may retain counsel satisfactory to them, and the Coil Tubing Technology Holding, Inc., Shareholders shall pay all fees and expenses of such counsel for the Indemnified Parties, promptly as statements therefore are received, and (b) the Coil Tubing Technology Holding, Inc., Shareholders will use its best efforts to assist in the vigorous defense of any such matter; provided, that the Coil Tubing Technology Holding, Inc., Shareholders shall not be liable for any settlement effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 10.7, upon delivery learning of any such claim, action, suit, proceeding or investigation, shall notify the Coil Tubing Technology Holding, Inc., Shareholders and shall deliver to the Company of Coil Tubing Technology Holding, Inc., Shareholders an undertaking by or on behalf of the Indemnitee to repay such amount any amounts advanced when and if a court of competent jurisdiction shall ultimately determine, after exhausting of all avenues of appeal, that it is ultimately determined that Indemnitee is was not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted indemnity under this Agreement or by law. The Indemnified Parties as a unit may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, a conflict of any significant issue between the positions of any two or more Indemnified Parties. This Section 10.7 shall survive the Closing and is intended to benefit each of the Indemnified Parties, each of whom shall be entitled to enforce this Section 10.7 against the Coil Tubing Technology Holding, Inc., Shareholders for a period of six years. (b) Notwithstanding the foregoing, (i) the The indemnification obligations of the Company under this Section 2(a) shall be subject limited to the condition that the Reviewing Party indemnification for actual damages suffered and shall not have determined (in a written opinioninclude incidental, in any case in which the specialconsequential, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidspecial or indirect damages; provided, however, that if Indemnitee has commenced legal proceedings in any such incidental, consequential, special or indirect damages recovered by a court of competent jurisdiction third party against a party entitled to secure a determination that Indemnitee should be indemnified indemnity under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances this Agreement shall be unsecured and no interest shall be charged thereon, included in the damages recoverable pursuant to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnities herein.

Agreement to Indemnify. The Companies agree to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in this Agreement, if Indemnitee waswas or is a party, is witness, or becomes otherwise a party to or witness or other participant in, or is threatened to be made a party to party, witness, or witness otherwise a participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Companies) by reason of Indemnitee’s Corporate Status or as a result of any act or omission taken at the direction of any of the Companies, Indemnitee shall be indemnified by the Companies against all Expenses and Liabilities actually incurred by Indemnitee in connection with such Proceeding (or arising in part out of) an referred to herein as “Indemnifiable EventExpenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”), and the Company Companies shall indemnify Indemnitee advance Expenses to Indemnitee, to the fullest extent permitted by applicable law. In the event that Indemnitee is a witness in a Proceeding and is not a party to such Proceeding, as soon as practicable but in any event no later than thirty “Indemnifiable Expenses” shall only include reasonable out-of-pocket expenses (30including, without limitation, reasonable and documented attorneys’ fees) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable incurred by Indemnitee in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee service as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything witness in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding Subject to the foregoingexceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party, witness, or otherwise a participant in or is threatened to be made a party, witness, or otherwise a participant in any Proceeding by or in the right of the Companies to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or as a result of any act or omission taken at the direction of any of the Companies, Indemnitee shall be indemnified by the Companies against all Indemnifiable Expenses, and the Companies shall advance Expenses to Indemnitee, to the fullest extent permitted by applicable law. (c) The indemnification obligations of the Companies under this Agreement (i) the are joint and several obligations of each of the Company under Section 2(aCompanies, (ii) shall be subject continue after such time as Indemnitee ceases to serve as a director of the condition that the Reviewing Party shall not have determined (in a written opinion, Companies or in any case in which other Corporate Status until the special, independent counsel referred to expiration of the term of this Agreement as set forth in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law23, and (iiiii) include, without limitation, claims for monetary relief against Indemnitee in respect of any alleged breach of fiduciary duty, to the obligation fullest extent permitted under applicable law (including, if applicable, Section 145 of the Company Delaware General Corporation Law) as in existence on the date hereof and as amended from time to make an Expense Advance pursuant time. (d) If Indemnitee is entitled under any provision of this Agreement to Section 2(a) shall be subject to indemnification by the condition thatCompanies for some or a portion of Expenses and Liabilities, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedbut not, however, that if for the total amount thereof, the Companies shall nevertheless indemnify Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by for the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as portion thereof to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Indemnitee is entitled to the fullest extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out ofof ) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the The Company’s obligations of the Company under Section 2(a) shall be are subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.following:

Agreement to Indemnify. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser and its respective officers, directors, employees, representatives, agents, successors, and assigns (collectively, the “Indemnitees”) from, against, and in respect of any and all damages incurred by any Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Seller in this Agreement; (ii) any breach of any covenant or agreement made by the Seller in this Agreement; and/or (iii) any and all proceedings, judgments, decrees, awards, assessments, fees, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Seller shall not be required to provide indemnification to any Indemnitee pursuant to Section 7.1(a) unless and until the aggregate amount of all damages incurred by all Indemnitees responsive to such Section exceeds Five Thousand Dollars ($5,000) (the “Deductible”), whereupon the Indemnitees shall be entitled to indemnification under such Section only with respect to damages in excess of such Deductible. The maximum aggregate monetary liability of the Seller to indemnify the Indemnitees under Section 7.1(a) shall not exceed the Purchase Price (the “Cap”) in the aggregate. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims arising out of fraud, intentional misrepresentation, or gross negligence. (c) If any third party notifies any Indemnitee with respect to any matter which may give rise to a claim for indemnification against the Seller under this Article VII, then the Indemnitee will notify the Seller thereof within thirty (30) days thereafter, such notice to state the nature and basis of any claim made by the third party; provided that, no delay on the part of the Indemnitee in notifying the Seller will relieve the Seller from any obligation hereunder unless, and then solely to the extent that, the Seller is demonstrably prejudiced thereby. In the event the Seller notify the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or date the Indemnitee has given notice of the matter that the Seller will indemnify the Indemnitee in respect of such Expensesmatter, judgmentsthen the Seller may, finesby notice to the Indemnitee within such 30-day period, penalties or amounts paid in settlement) assume the defense of such Proceeding and any federal, state, local or foreign taxes imposed on matter. If the Indemnitee as a result of Seller assume the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation defense of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingmatter, (i) the obligations Seller will defend the Indemnitee against the matter with counsel of Seller’s choice reasonably satisfactory to the Indemnitee, (ii) the Indemnitee may retain separate counsel at its sole cost and expense, and (iii) the Seller will not consent to the entry of a judgment or consent order with respect to the matter, or enter into any settlement, in each case which either (A) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by the Seller or (B) fails to include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto, in either such case without the written consent of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Indemnitee (which consent shall not have determined be unreasonably withheld or delayed). If the Seller has not assumed the defense of such matter, (in a written opinion, i) the Indemnitee may defend against the matter in any case in which the special, independent manner it reasonably may deem appropriate and with counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawof its choice, and (ii) the obligation Seller may retain separate counsel at their sole cost and expense. Notwithstanding anything to the contrary in the foregoing, if defendants in any action include any Indemnitee and Seller, and such Indemnitee shall have been advised by its counsel that there may be material legal defenses available to such Indemnitee inconsistent with those available to Seller, or if a conflict of interest exists between an Indemnitee and Seller with respect to such claim or the defense thereof, or if an Indemnitee reasonably determines that Seller’s control of such defense would reasonably be expected to have an adverse effect on the Assets or the outcome of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatmatter, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawthen in any such case, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation reassert such defense through its own counsel, and in any court such event (or in the States event that the Seller does not timely assume or diligently pursue the defense of California such matter as provided above) the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Seller and shall be paid by them from time to time within twenty (20) days of receipt of appropriate invoices therefore. (d) In the event that an Indemnitee notifies the Seller of any claim for indemnification hereunder that does not involve a third party claim, the Seller shall, within thirty (30) days after the date of such notice, pay to the Indemnitee the amount of damages payable pursuant to this Section 7.1 and shall thereafter pay any other damages payable pursuant to this Section 7.1 and arising out of the same matter on demand, unless the Seller dispute in writing its liability for, or Delaware having subject matter jurisdiction thereof and the amount of, any such damages within such 30-day period, in which venue is proper seeking an initial determination by the court or challenging any case such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise payment shall be conclusive made as provided above in respect of any matters or amounts not so disputed and binding any damages in respect of the matters so disputed shall be paid within five (5) business days after any determination (by agreement of Purchaser and Seller, or pursuant to arbitration in accordance with Section 8.3) that the Seller are liable therefore pursuant to this Section 7.1. (e) In connection with any payment of damages pursuant to this Section 7.1, the Seller shall pay to the Indemnitee(s) an amount calculated like interest on the Company and Indemniteeamount of such damages at the applicable interest rate from the date of Closing until the Indemnitee(s) shall have been indemnified in respect thereof.

Agreement to Indemnify. Each Effective Time Holder shall severally (abased on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Parent and its Subsidiaries, their respective officers, directors, employees, agents and Representatives (each hereinafter referred to individually as an “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid or payable experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 11)) (hereinafter collectively referred to as “Damages”), arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from the following (the “Indemnifiable Matters”): (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under representation or warranty made by the Company in this Agreement, including the creation Company Disclosure Letter or the Company Closing Certificates to be true and correct as of the Trust pursuant to Section 4 hereof. Notwithstanding anything Agreement Date or as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (b) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement to be performed prior to the contrary and except as provided Closing; (c) any Dissenting Shares Excess Payments; (d) any Company Securityholder Taxes; (e) any inaccuracies in Section 5either Spreadsheet (including, Indemnitee shall without limitation, a claim from a holder of Promised Options who did not be execute a Promised Option Release that such individual is entitled to indemnification pursuant additional equity compensation with respect to this Agreement in connection with such Promised Options beyond that contemplated by Section 6.7(b) hereof); (f) any Proceeding initiated by Indemnitee against the Company Merger Expense or any director or officer Company Closing Debt that is outstanding as of the Company unless Effective Time and is not either paid and satisfied in full at the Company has joined in Effective Time or consented a reduction to the initiation Total Merger Consideration; (g) any of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"matters set forth on Schedule 11.2(g); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking or (h) any Fraud by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Section 4(a) below, if Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Indemnitee’s Corporate Status, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherCompany against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, that the Company shall make such advances only to the extent permitted by lawand collectively as “Indemnifiable Amounts”). (b) Notwithstanding To the foregoing, (i) the obligations of the Company under Section 2(a) shall be extent permitted by applicable law and subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to exceptions contained in Section 3 hereof 4(b) below, if Indemnitee was or is involved) that Indemnitee would not be permitted a party or is threatened to be indemnified under applicable law, and (ii) made a party to any Proceeding by or in the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, by the Company shall be entitled to be reimbursed by Indemnitee against all Indemnifiable Expenses. (who hereby agrees to reimburse the Companyc) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to To the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, if Indemnitee was or is called as an expert witness to any Proceeding in which the Company is a party or which is otherwise related to the Company’s business to which the Indemnitee is not a party, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination be indemnified by the court or challenging any Company against all Expenses incurred by Indemnitee in connection with such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeProceeding.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party Subject to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason any express provisions of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary contrary, from and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against after the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingClosing, (i) the Seller and MI shall indemnify, defend and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (v) any termination of employment of employees at the Property prior to or upon the Closing resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Company Closing Date, (x) events, acts, or omissions of the Seller that occurred in connection with its ownership or operation of the Property prior to the Closing Date or obligations accruing prior to the Closing Date under any Contract of Seller (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Seller and MI under Section 2(a) shall 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the condition that one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Reviewing Party shall not have determined (in a written opinionProperty or any portion thereof, in at any case in which time or times prior to the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawClosing Date, and (ii) the obligation Purchaser and, if Purchaser is not CHCLP, CHCLP shall indemnify, defend and hold harmless the Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, acts, or omissions of the Company Purchaser that occur in connection with its ownership or operation of the Property from and after the Closing Date or obligations accruing from and after the Closing Date under any Contract (except to make an Expense Advance pursuant to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHCLP, CHCLP under Section 2(a) shall be 7 (and subject to the condition thatone year limitation period set forth therein), ifor (z) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof, when at any time or times from and after the Closing Date. The provisions of this Section 11.1 shall not apply to the extent that the Reviewing Party determines that Indemnitee would not be permitted any liabilities or obligations with respect to be so indemnified under applicable lawhazardous substances, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse liabilities of the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made parties with respect thereto being governed by the representation and warranty of Seller set forth in Section 6.13. (b) Whenever it is provided in this Agreement that an obligation will continue after Closing as to which all rights an obligation of appeal therefrom have been exhausted Purchaser or have lapsed). Indemnitee's obligation to reimburse be assumed by Purchaser after the Company for Expense Advances Closing, the Purchaser and, if Purchaser is not CHCLP, CHCLP shall be unsecured deemed to have also agreed to indemnify and no interest hold harmless the Seller and MI and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so continued or assumed after the Closing (but not with respect to any act or omission which occurred prior to Closing). (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing hereunder and the termination of this Agreement. All representations and warranties made in this Agreement shall survive the Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be charged thereoncommenced, to if at all, on or before the extent permitted by law. If there has date which is twelve (12) months after the date of the Closing and served promptly (but in no event later than sixty (60) days after commencement) and, if not been a Change in Controlcommenced on or before such date and so served, the Reviewing Party thereafter shall be selected by the Board void and of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party force or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeeffect.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasSeller and, is or becomes a party pursuant to or witness or the Stockholder Representation Letters, the Seller Interest Holders and other participant inContinuing Employee Stockholders listed on Schedule 9.01(a) (together with the Seller, or is threatened the “Seller Indemnitors”) shall severally indemnify and agree to be made a party to or witness or other participant indefend and hold harmless Parent and Buyer (and their respective affiliates, officers, directors, employees, representatives and agents) (“Purchaser Indemnitees” and, singularly, a Proceeding “Purchaser Indemnitee”) against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty Excluded Liability; (30ii) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust Net Working Capital shortfall determined pursuant to Section 4 hereof. Notwithstanding anything 2.06(c); (iii) any Seller Warranty Liabilities; or (iv) any breach by the Seller of a representation, warranty or covenant contained in this Agreement to Agreement; provided, that, the contrary and except as provided in Section 5, Indemnitee shall Purchaser Indemnities will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 9.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Purchaser Indemnities exceeds $80,000 (the “Purchaser Indemnification Basket”), in or consented which case the Purchaser Indemnities will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Purchaser Indemnification Basket shall make such advances only not apply to the extent permitted by law. (b) Notwithstanding the foregoing, any claim for indemnification based on items (i) the obligations of the Company under Section 2(a-(iii) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party above or any aspect thereof, and the Company hereby consents breach of Section 3.10 due to service uncollectability of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeAccounts Receivable.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations set forth in this Article 12, is or becomes a party to or witness or other participant ineach Effective Time Securityholder shall severally, and not jointly, indemnify and hold harmless each OmniVision Indemnified Person from and against Damages arising from assessments, claims, demands, assertions of liability, or is actual or threatened to be made a party to or witness or other participant inactions, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventfines, the Company shall indemnify Indemnitee to the fullest extent permitted by lawpenalties, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expensesdefenses, judgments, finessettlements, penalties suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any representation or warranty made by CDM or any of the CDM Officers in this Agreement, the CDM Disclosure Letter, any CDM Ancillary Agreement or any exhibit or schedule to this Agreement to be true and amounts paid correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in settlement the case of representations and warranties which by their terms speak only as of a specific date or dates) or any breach thereof; (including all interestii) any failure of any certification, assessments representation or warranty made by CDM or any of the CDM Officers in any certificate delivered to OmniVision pursuant to any provision of this Agreement to be true and other charges paid correct as of the date such certificate is delivered to OmniVision; (iii) any breach of or payable default in connection with any of the covenants or agreements made by CDM or any of the CDM Officers in respect of such this Agreement, the CDM Disclosure Letter, any CDM Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any inaccuracies in the Spreadsheet; (v) any Indemnifiable Merger Expenses, judgments, fines, penalties or amounts paid in settlement; (vi) of such Proceeding any Dissenting Shares Excess Payments; and (vii) any federal, state, local or foreign taxes imposed on the Indemnitee Damages as a result of the actual or deemed receipt arising under or from, directly or indirectly, (a) any government audit of any payments under this Agreement, including the creation CDM invoices pursuant to Contracts (for audits relating to all fiscal years of CDM from incorporation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary predecessor entity through September 30, 2004 and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer fifty percent of the Company unless the Company has joined in or consented to the initiation amount of such Proceeding. If so requested by IndemniteeDamages for audit adjustments relating to fiscal year 2005 (beginning October 1, the Company shall advance2004 and ending September 30, within ten (102005)) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed4.13(r). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In From and after the event Indemnitee was, is or becomes a party Effective Time and subject to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason the terms and conditions of (or arising in part out of) an Indemnifiable Eventthis Article X, the Company Sellers shall indemnify Indemnitee except to the fullest extent permitted by lawset forth in proviso B of Section 10.1(c) (exclusively out of the Escrow Account, as soon as practicable but in any event no later than thirty (30) days after written demand is presented and only to the Companyextent funds are available in the Escrow Account) defend, against indemnify and hold harmless ("Indemnify" or "Indemnification") the Buyer Indemnitees from and against, and pay or reimburse the Buyer Indemnitees for, any and all ExpensesDamages resulting from, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid arising out of or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated of the following (collectively, the "Buyer Indemnified Matters"): (i) any breach or inaccuracy of any representation or warranty made by Indemnitee against the Company in this Agreement or any director certificate delivered by the Company in connection herewith; (ii) any breach by the Company of any of its covenants or officer agreements made or contained herein or in any instrument, certificate or agreement delivered by the Company in connection herewith; (iii) any breach by any one or more of the Company unless Sellers of its or their covenants or agreements made or contained the Escrow Agreement or the Cash Flow Insurance Claims Escrow Agreement; (iv) [intentionally omitted] (v) with respect to the litigation set forth on Schedule 10.1(a)(v) (the "Specified Litigation"), if and to the extent that the aggregate Damages incurred by the Buyer Indemnitees (including the Surviving Corporation) from and after the Closing Date with respect to the Specified Litigation exceeds 100% of $5.30 million relating thereto, 100% of any Damages incurred by the Buyer Indemnitees exceeding such amount; (vi) the Dissenting Shares, during the period that they constitute Dissenting Shares (including, without limitation, the portion of the Closing Date Merger Consideration owed to the dissenting stockholders and the fees, costs and expenses of any litigation relating thereto)(such claims and Damages, the "Dissenting Share Damages"); (vii) the Cash Flow Insurance Claims to the extent (a) payable to a third party (including any party or parties defendant in any Action relating to the Cash Flow Insurance Claims, and counsel for the Sellers) (it being understood that there shall be no indemnification for Damages relating to overhead of any Buyer Indemnitee or for the cost of employee time) and (b) relating to (x) any expense incurred by the Company has joined after the Closing Date relating to such Cash Flow Insurance Claims or (y) the prosecution of any claim by a third party (other than those described in or consented (x) above) with respect to the initiation Cash Flow Insurance Claims; and (viii) any error, inaccuracy, omission or misstatement in any of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")amounts comprising the Closing Deduct Amount; provided, however, that such Expenses any Indemnification of the Buyer Indemnitees pursuant to Section 10.1(a)(vi) shall be advanced only upon delivery satisfied (including without limitation the payment of fees and expenses incurred in connection with the defense of a Third Party Claim relating thereto as set forth in Section 10.4) solely and exclusively (A) first, out of and by setoff against the Dissenting Shares Escrow Amount and (B) second, out of and by setoff against the Basic Escrow Amount, pursuant to the Company of an undertaking by or on behalf terms hereof and the Escrow Agreement; provided, further that any Indemnification of the Indemnitee Buyer Indemnitees pursuant to repay such amount if it is ultimately determined Section 10.1(a)(vii) shall be satisfied (including without limitation the payment of fees and expenses incurred in connection with the defense of a Third Party Claim relating thereto as set forth in Section 10.4), (A) first, out of and by setoff against any amounts that Indemnitee is not the Sellers are entitled to be indemnified with respect to the Excluded Assets, prior to such time as the Excluded Assets, or any portion thereof, are distributed to the Sellers, (B) second, out of and by setoff against the Cash Flow Insurance Claims Escrow Amount, and (C) third, at the sole option of Buyer, either or both (i) out of and by setoff against the Basic Escrow Amount, or (ii) severally and not jointly, by the CompanySellers pro rata according to their proportionate share of the cash distributions made pursuant to Sections 2.6 and 3.4, subject to the provisions of clause (C) of paragraph 4 of this Section 10.1(a); provided furtherprovided, further that the Company parties expressly acknowledge and agree that from and after the Effective Date, the Surviving Corporation shall make not have any liability to the Buyer Indemnitees in connection with the Indemnification of any Buyer Indemnitees hereunder and that, notwithstanding the fact that the Surviving Corporation, as a party to this Agreement (as the Company) made representations and warranties to, and covenants to, the Buyer hereunder, none of the Sellers shall have any right of contribution or reimbursement whatsoever from the Surviving Corporation with respect to such advances representations, warranties or covenants; For the avoidance of doubt, (A) the maximum aggregate amount of Indemnification that the Buyer Indemnitees may recover under this Section 10.1 (other than pursuant to Section 10.1(a)(vi) or Section 10.1(a)(vii)) shall not exceed the Basic Escrow Amount, (B) the maximum aggregate amount of Indemnification that the Buyer Indemnitees may recover under Section 10.1(a)(vi) shall not exceed the aggregate of the Dissenting Shares Escrow Amount and the Basic Escrow Amount, and (C) the maximum aggregate amount of Indemnification that the Buyer Indemnitees may recover under Section 10.1(a)(vii) shall not exceed the net after-tax proceeds of Closing Date Merger Consideration that have been received in cash by any Seller as of the date of such Indemnification claim. 1. The Buyer Indemnitees shall not be Indemnified under Sections 10.1(a)(i) or 10.1(a)(ii) if, as of the Closing Date, the Buyer had Actual Knowledge, as of the Closing Date, of that Post-Signing Breach. If, as of the Closing Date, the Buyer had Actual Knowledge of the existence of a Pre-Signing MAE Breach without Knowledge or a Pre-Signing Non-MAE Breach without Knowledge and, if such breach is capable of being cured, complied with Section 8.6, then the Buyer Indemnitee shall be entitled to Indemnification hereunder with respect to such Pre-Signing MAE Breach without Knowledge or such Pre-Signing Non-MAE Breach without Knowledge, but only to the extent permitted by law. of 50% of the Damages resulting from, arising out of or in connection with such Pre-Signing MAE Breach without Knowledge or Pre-Signing Non-MAE Breach without Knowledge (bmeasured from the first dollar of such Damages without regard to the Deductible Amount but subject to all of the other limitations set forth in this Article X). If, as of the Closing Date, the Buyer had Actual Knowledge of the existence of a Pre-Signing MAE Breach with Knowledge or a Pre-Signing Non-MAE Breach with Knowledge, then the Buyer Indemnitees shall be entitled to Indemnification hereunder without any of the limitations set forth in Sections 10.1(a)(F) Notwithstanding or (G) above, but subject to all of the foregoingother limitations set forth in this Article X. For purposes of Sections 10.1(a)(F), (G) and (H) above, "Actual Knowledge" of the Buyer shall be deemed to mean (i) the obligations actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇, Buyer's General Counsel, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ May without any duty or inquiry or investigation and, without limiting the foregoing, shall not include any constructive, imputed or implied knowledge resulting from Buyer's due diligence investigation of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawunless such Persons had actual knowledge resulting from such investigations, and (ii) the obligation Buyer Indemnitees shall be deemed to have Actual Knowledge of the breaches described in such sections if disclosed to the Buyer by the Company pursuant to Section 8.6 hereof. (b) No Buyer Indemnitee shall be entitled to Indemnification under Section 10.1(a) to the extent the Damages relate to any inaccuracy or misrepresentation in, or breach of, or failure to perform, any representation, warranty, covenant or agreement made in this Agreement by the Buyer or the Acquisition Company. (c) From and after the Effective Time and subject to the terms of this Article X, the Buyer shall defend, indemnify and hold harmless the Seller Indemnitees from and against, and pay or reimburse the Seller Indemnitees for, any and all Damages incurred by any Seller Indemnitee as a result of (i) any inaccuracy or misrepresentation in, or breach of, or failure to perform, any representation, warranty, covenant or agreement made or required to be performed by the Buyer or the Surviving Corporation (with respect to the Surviving Corporation, after the Effective Time) in this Agreement, the Escrow Agreement, the Cash Flow Insurance Escrow Agreement or any certificate delivered hereunder or thereunder, (ii) events that relate to the business, properties, assets, operations, activities, liabilities, ownership, management, use or Control of the Company which occur after the Closing Date and (iii) any breach of the fiduciary duty of the board of directors of the Company (after receipt by the Company of the written consent of a majority of the Stockholders approving this Agreement and the Merger) following receipt of a Superior Proposal and notice to make an Expense Advance pursuant Buyer of same, based solely on the Buyer's determination not to waive the provisions of Section 2(a8.8(b) that terminate the provisions thereof on the date on which the Company receives the written consent of a majority of the Stockholders approving this Agreement and the Merger, which would otherwise allow the board of directors to accept the Superior Proposal; provided that no Seller Indemnitee shall be subject entitled to the condition that, if, when and indemnification under this Section 10.1(c) to the extent the Damages relate to any Buyer Indemnified Matters; and provided, further that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, no current or former directors or officers of the Company shall be entitled to any indemnification from the Buyer (or the Surviving Corporation) as a result their status as such except as expressly set forth in Article VII and provided, further, that notwithstanding the foregoing, Buyer's indemnity in (iii) shall be reimbursed by Indemnitee (who hereby agrees to reimburse effective from the Companydate of this Agreement. Additionally, the Seller Indemnitees shall not be indemnified under Section 10.1(c)(i) for any breach or inaccuracy of any representation or warranty made by the Buyer in this Agreement unless and until the aggregate amount of Damages so incurred by the Seller Indemnitees exceeds the Deductible Amount, whereupon the Seller Indemnitees shall be entitled to indemnification for all Damages incurred by them in excess of the Deductible Amount. In the absence of fraud, except with respect to payment of the Merger Consideration as required by this Agreement (including but not limited to those payments required to be made after the Closing Date pursuant to Sections 3.3(b) and 3.4 hereof)or a breach of Section 10(d) below, the Seller Indemnitees shall not be entitled to recover from Buyer pursuant to this Section 10.1(c)(i) an aggregate amount that is greater than the Basic Escrow Amount; (d) From and after the Effective Time, the rights and remedies set forth in this Article X are the sole and exclusive remedies of the Buyer Indemnitees, except for fraud, in which case the Buyer Indemnitees may pursue all remedies available to them against the Person committing such fraud (but only with respect to such fraud). Without limiting the foregoing, in the absence of fraud and except as set forth and subject to the limitations in this Section 10.1, no claim or Action shall be brought or maintained, and no rights or remedies may be exercised, by the Buyer or its Affiliates (including the Surviving Corporation and its Subsidiaries), or their respective successors or permitted assigns(a "Releasing Party"), and each Releasing Party hereby releases and discharges any claim or Action it may have, directly against any of the Seller Indemnitees (and no recourse shall be brought or granted against any of them) to the extent based upon, arising out of, relating to or in connection with (i) any alleged misrepresentation or inaccuracy in or breach of any of the representations or warranties of the Company set forth or contained in this Agreement or any certificate delivered hereunder, (ii) any information, document or material furnished or made available to the Buyer in certain "data rooms," management presentations or in any other form in anticipation of or in connection with the transactions contemplated by this Agreement, (iii) the ownership, operation, management, use, Control of, and other actions or omissions with respect to the Company and its Subsidiaries prior to the Effective Time or (iii) any of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, each Releasing Party is not releasing or discharging any claim or Action it may have against any of the Seller Indemnitees other than in their capacity as Sellers except to the extent that a Seller Indemnitee is releasing the Buyer and the Surviving Corporation for any action it may have in its capacity other than as a Seller. The Buyer acknowledges that there is possibility that subsequent to the execution of this Agreement, the Buyer will discover facts or claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by the Buyer at that time may have materially affected the Buyer's decision to execute this Agreement. The Buyer acknowledges and agrees that, except in the case of fraud (and then only with respect to the Person committing such fraud) and except as set forth and subject to the limitations in this Section 10.1 with respect to its ability to bring an Action or exercise rights or remedies, the Buyer is assuming any risk of such unknown facts and such unknown and unsuspected claims. The undersigned has been advised of the existence of Section 1542 of the California Civil Code ("Section 1542"), which provides: A GENERAL RELEASE DOES NOT EXTENT TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding such provision, release set forth in Section 10(d) shall constitute a full release in accordance wit its terms. The Buyer knowingly and voluntarily WAIVES the provisions of Section 1542, as well as any other statute, law, or rule of similar effect, and acknowledges and agrees that this waiver is an essential and material term of this release and the agreement which leads to it, and without such waiver the agreement would not have been accepted. (e) The amount of any Damages for which the Indemnification is provided hereunder shall be net of any amounts theretofore paidrecovered by any Buyer Indemnitee from third parties or under insurance policies of the Buyer, the Company or any of their Subsidiaries with respect to such Damages; provided, however, that if Indemnitee has commenced legal proceedings any such amount received from insurance policies shall themselves be determined net of Buyer's good faith estimate of any potential increase in insurance premiums that may result from making a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawclaim against such insurance policies; provided further, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonthat, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States event that Buyer's good faith estimate was greater than the actual increase in premium when realized (a "Estimated Premium Excess"), Buyer shall pay such Estimated Premium Excess in accordance with the last sentence of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.this Section 10.1

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inBuyer, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of RBC and their Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article 7 by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or Seller in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementany Damages reasonably and proximately incurred by any Buyer Indemnitee (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5or any agreement, Indemnitee shall not be entitled to indemnification pursuant to this Agreement document or certificate delivered hereunder, (ii) in connection with any Proceeding initiated by Indemnitee against Excluded Liability, or (iii) in connection with any Liability arising during, or directly or indirectly associated with, the Company or any director or officer Interim Period and not arising in the ordinary course of the Company unless Business. Notwithstanding the Company has joined foregoing, Seller shall not be liable as an Indemnifying Party with respect to any claim relating to an inaccuracy or misrepresentation in or consented breach of any representation or warranty under subsection (a)(i) above if Buyer had Knowledge of such inaccuracy, misrepresentation or breach on or before the Closing Date. Further, Seller shall not be liable as an Indemnifying Party until all claims by the Buyer Indemnitees for indemnification exceed $75,000 in the aggregate, and thereafter Seller shall be liable, subject to the initiation of such Proceeding. If so requested by Indemniteeother limitations provided for elsewhere in this Agreement, the Company shall advance, within ten (10) business days of such request, any and for all Expenses to Indemnitee (an "Expense Advance")indemnification claims; provided, however, that such Expenses Seller shall be advanced only upon delivery liable, subject to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified other limitations provided for elsewhere in this Agreement, for all claims by the Company; provided furtherBuyer Indemnitees, regardless of amount, arising out of (i) the fraud or willful misconduct of Seller, (ii) any Lien that does not constitute a Permitted Lien, (iii) any Third Party Claim or (iv) any Excluded Liability. The aggregate liability of Seller collectively under this Section 7.1(a) of this Agreement shall not exceed $5,000,000, provided, however, that there shall be no limit on the Company shall make such advances only to the extent permitted aggregate liability of Seller for Damages incurred by lawBuyer in connection with: (1) Seller's fraud or willful misconduct; (2) any Excluded Liability; or (3) a Third Party Claim arising from an Excluded Liability; or (4) any Lien that does not constitute a Permitted Lien. (b) Notwithstanding Seller and its Affiliates (collectively the foregoing, "Seller Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article 7 by Buyer and RBC in respect of any and all Damages reasonably and proximately incurred by any Seller Indemnitee as a result of (i) the obligations any inaccuracy or misrepresentation in or breach of the Company under Section 2(a) shall be subject or failure to the condition that the Reviewing Party shall not have determined (perform any representation, warranty, covenant, agreement or obligation of Buyer or RBC in a written opinionthis Agreement, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) failure of Buyer or RBC to pay and discharge the obligation Assumed Liabilities or (iii) the conduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Business after the condition thatEffective Time, if, when and but only to the extent that (A) such Damages are directly attributable to periods following the Reviewing Party determines Effective Time, (B) such Damages are not proximately caused by actions of Seller prior to the Effective Time, (C) such Damages do not arise from an Excluded Liability, (D) if the underlying act or omission giving rise to such Damages began or occurred prior to the Effective Time and continued after the Effective Time, such Damages increased following such time that Indemnitee would not be permitted Buyer obtained Knowledge thereof and failed to be so indemnified under applicable lawtake reasonable actions after the Closing Date in response thereto, and (E) if such Damages arose by reason of Liabilities incurred during, or with respect to, the Company shall be entitled Interim Period, they are not subject to be reimbursed by Indemnitee Seller's indemnification responsibilities set forth in subsection (who hereby agrees to reimburse the Companya)(iii) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeabove.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, Control the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. From and after the Closing Date, subject to the provisions of this Article VIII, each Selling Interest Holder shall indemnify the Buyer Indemnitees as follows: (a) In Each Selling Interest Holder shall, severally (but not jointly), indemnify the event Indemnitee wasBuyer Indemnitees from, is against, for and in respect of Losses paid, suffered or becomes a party to incurred by such Buyer Indemnitee(s), and resulting from, based upon, arising out of or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with (i) a breach of any representation or in respect warranty of such ExpensesSelling Interest Holder (and not any other Selling Interest Holder) contained in Article III, judgments, fines, penalties and (ii) a breach of any covenant or amounts paid in settlement) agreement of such Proceeding Selling Interest Holder (and not any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of other Selling Interest Holder) contained in any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawTransaction Document. (b) Notwithstanding Each Selling Interest Holder shall jointly and severally indemnify the foregoingBuyer Indemnitees from, against, for and in respect of Losses paid, suffered or incurred by such Buyer Indemnitee(s), and resulting from, based upon, arising out of or in connection with (i) the obligations a breach of any representation or warranty of the Company under Section 2(acontained in Article IV; (ii) shall be subject a breach of any covenant or agreement of the Member Representative contained in any Transaction Document to which the Member Representative is a party as of and after the Closing; (iii) any other claims or Proceedings made or brought against the Buyer, the Company or any other Buyer Indemnitee by a Selling Interest Holder or a UAR Holder as a result of this Agreement, any other Transaction Document (except for any Management Retention Agreements, Restricted Stock Unit Award Agreements or Executive Agreements entered into with the Buyer) or the Transaction (other than claims relating to a breach by the Buyer of its obligations hereunder); (iv) any indemnification obligation to reimburse or advance payment for expenses to the condition Indemnified DOM’s for actions taken by them prior to the Closing Date (to the extent not covered by insurance); (v) Transaction Fees (to the extent not reflected in the calculation of the Adjusted Closing Consideration); (vi) Indebtedness of the Company that existed prior to or at the Reviewing Party shall Closing Date (to the extent not have determined (reflected in a written opinion, in the calculation of the Adjusted Closing Consideration) and any case in which other components of the special, independent counsel referred to in Section 3 hereof is involved) Closing Adjustment that Indemnitee would not be permitted to be indemnified under applicable laware inaccurate or inappropriately calculated as of the Closing Date, and (iivii) those matters described in Section 9.4 with respect to the obligation allocation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject Purchase Price by the Member Representative to the condition that, if, when Selling Interest Holder and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeUAR Interest Holders.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasPrincipals shall severally in accordance with their Applicable Percentages indemnify and agree to defend and hold harmless (as may be limited for each Principal as set forth herein) Parent and the Surviving Corporation (and their respective Affiliates, is or becomes a party to or witness or other participant inofficers, or is threatened to be made a party to or witness or other participant indirectors, employees, representatives and agents) ("Parent Indemnified Persons" and, singularly, a Proceeding "Parent Indemnified Person") against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable Event, the Company shall indemnify Indemnitee Parent Indemnified Taxes; (ii) any amount Parent is entitled to the fullest extent permitted claim as Damages calculated in accordance with Section 2.11(c); (iii) any claim by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to a Securityholder or former securityholder of the Company, or any other Person, against the Company or any of its Affiliates or their respective officers, directors, employees or agents, based upon any rights of a securityholder (other than the right of the Closing Recipients to receive the Total Consideration pursuant to this Agreement), including appraisal rights (to the extent greater in amount than the consideration payable under this Agreement to any such person) under the applicable provisions of any option, preemptive rights or rights to notice or to vote; (iv) any expenses incurred by the Company in connection with this Agreement and the transactions contemplated hereby which are not paid by the Company prior to the Closing and which are not reflected on the Closing Date Statement, including, without limitation, any and all Expensesfees, judgmentsexpenses and costs payable to KPMG Corporate Finance LLC; (v) any liabilities, finesobligations or expenses resulting from or arising with respect to incidents occurring before the Effective Time, penalties and amounts paid in settlement regardless of when the claim is made; or (including all interestvi) a breach of a representation, assessments and other charges paid warranty or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything covenant contained in this Agreement to made by the contrary and except as Company or Principals; provided in Section 5that, Indemnitee shall the Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 6.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $125,000 (the "Parent Indemnification Basket"), in or consented which case Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii), (iv) and (v) above or any claim for indemnification under item (vi) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 3.01, Section 3.02, Section 3.03, Section 3.06, Section 3.08, Section 3.09, Section 3.11, Section 3.13, or Section 3.17 (such representations, warranties and covenants, the "Fundamental Representations"). (b) Notwithstanding Parent shall indemnify, defend and hold harmless the foregoingPrincipals and their respective affiliates, representatives and agents (ithe "Principal Indemnitees") the obligations against and in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any and all Damages by reason of or otherwise arising out of a breach by Parent or Merger Sub of any representation, warranty or covenant contained in a written opinionthis Agreement; provided, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Principal Indemnitees will not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 6.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonPrincipal Indemnitees exceeds $125,000, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by case the court or challenging any Principal Indemnitees will be entitled to indemnification for the full amount of such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. (a) In the event Indemnitee wasThe Company will, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law, as soon as practicable but in any event no later than thirty indemnify and hold harmless each Indemnified Person against all claims, liabilities and expenses of whatever nature (30“Claims”) days after written demand is presented relating to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable activities undertaken in connection with or in respect of such Expenses, judgments, fines, penalties relation to the Company or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and attorneys’, accountants’ and other professionals’ fees and expenses and all other expenses reasonably incurred in the creation defense, prosecution or preparation for the defense or prosecution of, or preparing to testify as a witness in connection with, any such Claim (all of such amounts covered by this Section 12.2 are referred to as “Losses”) imposed upon or reasonably incurred by such Indemnified Person in connection with the defense, prosecution or other disposition of any action, suit, arbitration or other proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, before any court, administrative body or arbitrator in which such Indemnified Person may be or may have been involved, as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, except with respect to any matter as to which such Indemnified Person did not act in good faith and in the reasonable belief that such Indemnified Person’s action was in or not opposed to the best interests of the Trust pursuant to Section 4 hereofCompany or constituted gross negligence, intentional misconduct or fraud. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not No indemnification will be entitled to indemnification payable pursuant to this Agreement Section 12.2 to an Indemnified Person: (i) against any liability incurred by reason of conduct that has been finally determined (without right to further appeal) to be Disabling Conduct by such Indemnified Person; (ii) in connection with respect of any Proceeding initiated action by Indemnitee against or in the Company or any director or officer right of the Company unless the Company has joined in or consented against such Indemnified Person if such Indemnified Person is adjudged to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery liable to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances unless and only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party court in which such Proceeding was brought determines that Indemnitee would not be permitted to be so indemnified under applicable lawupon application that, despite the Company shall be adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to be reimbursed indemnity for such expenses which such court or arbitrator deems proper; and (iii) in respect of any Proceeding brought or maintained by Indemnitee (who hereby agrees to reimburse such Indemnified Person against the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of DirectorsManagers or any Member or such Member’s Affiliates. The termination of any Proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that such Indemnified Person was guilty of Disabling Conduct or that such Person did not act in good faith, and if there has been in a manner such a Change Indemnified Person reasonably believed to be in Control, other than a Change in Control which has been approved by a majority or not opposed to the best interests of the Company's Board of Directors who were directors immediately prior Company or that such Indemnified Person had reasonable cause to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines believe that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeits conduct was unlawful.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company Seller shall indemnify Indemnitee and hold harmless Buyer and its Affiliates, and their respective officers, directors, employees, agents, representatives and stockholders (each hereinafter referred to the fullest extent permitted by law, individually as soon a “Buyer Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Buyer Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties penalties, Liabilities and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments and other charges paid or payable reasonable professionals’ and experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article VII)) (hereinafter collectively referred to as “Damages”), arising from: (i) any breach or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt inaccuracy of any payments under representation or warranty made by Seller, Company, or Company Subsidiary in this Agreement, including the creation of the Trust pursuant any Related Agreement or any exhibit or schedule to Section 4 hereof. Notwithstanding anything in this Agreement to be true and correct as of the contrary date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as provided of a specific date or dates, in Section 5which case such representations and warranties shall be true and correct on and as of such specified date or dates); (ii) any breach or inaccuracy of any certification, Indemnitee shall not be entitled representation or warranty made by Seller in any certificate delivered to indemnification Buyer pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Buyer; (iii) any breach of or default of any of the covenants or agreements made by Seller in connection with this Agreement, any Proceeding initiated by Indemnitee against the Company Related Agreement or any director exhibit or officer of the Company unless the Company has joined in or consented schedule to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten this Agreement; (10iv) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking Fraud by or on behalf of Seller; (v) all Taxes imposed on Seller or the Indemnitee Trusts for any taxable period, or imposed on the Company with respect to repay such amount if it is ultimately determined that Indemnitee is not entitled any taxable period (or portion thereof) ending on or before the Closing Date, or imposed on the Company Subsidiary with respect to be indemnified any taxable period (or portion thereof) ending on or before the Company Subsidiary Transfer Date, and all Taxes resulting from or attributable to the consummation of the Contribution, Conversion, Reorganization Transactions or Street Smart Transfer, (vi) all Taxes resulting from or attributable to the items disclosed in the second paragraph of Schedule 3.8 regarding tax matters, including the fees of professional advisors incurred in connection with the resolution of the tax matters items disclosed in Section 3.8 and the Sales Tax Returns; (vii) all liabilities, debts, and obligations of Company of any kind or character whatsoever to the extent arising out of (A) the performance or breach of any Contract during the period prior to Closing; or (B) any claim by a current or former employee, contractor, director, officer, member or manager of Company with respect to any act or omission of Company or one of its current or former employees, contractors, directors, officers, members or managers occurring prior to the CompanyClosing Date; provided further(viii) all liabilities, debts, and obligations of Company Subsidiary of any kind or character whatsoever to the extent arising out of (A) the performance or breach of any Contract during the period prior to the Company Subsidiary Transfer Date, (B) any claim by a current or former employee, contractor, director, officer, member or manager of Company Subsidiary with respect to any act or omission of Company Subsidiary or one of its current or former employees, contractors, directors, officers, members or managers occurring prior to the Company Subsidiary Transfer Date or (C) operation of the Street Smart Business before or after the Company Subsidiary Transfer Date; (ix) Transaction Expenses, or (x) any Third-Party Claim, received within 18 months after the Closing, that the open source code listed on Schedule 3.11(e) that either the Company shall make or Company Subsidiary has incorporated or incorporates into Risk Center Business or E Team Business software products listed on Schedule 3.11(e) violates, or fails to comply with its license terms (as well as any Third-Party Claim for infringement based upon such advances only violation or failure), to the extent permitted by lawsuch alleged violation, infringement or failure is directed to such software product as it existed at Closing; and (xi) any Third Party Claim, received within 18 months after the Closing, arising from acts of hackers, denial of service attacks, security breaches or other similar system security incidents, any of which results in unauthorized access to personally identifying or other private and confidential information of any individual, or the confidential information of any customer or other business partner or the Risk Center Business or E Team Business, to the extent any such acts, attacks, breaches or incidents arise from the Company or Company Subsidiary not implementing material security patches or material security upgrades (as defined in Section 3.11(g)). The indemnification obligations provided under this Section 8.2(a)(xi) shall not apply to the extent the Third-Party Claim relates to or arises from either: (A) Buyer’s failure to continue to provide Defense in Depth (DID) strategies, or to otherwise maintain compensating security controls intended to defend the applicable systems against attack, in a manner at least as protective as those in place at the Closing; or (B) Buyer’s modification, addition to or reconfiguration of the applicable Risk Center Business or E Team Business software product. (b) Notwithstanding the foregoingBuyer shall indemnify and hold harmless Seller and its Affiliates, and their respective officers, directors, employees, agents, representatives and stockholders (each hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages arising from: (i) the obligations any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement to be true and correct as of the Company under Section 2(a) date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, true and correct on and as of such specified date or dates); (ii) the obligation any breach or inaccuracy of any certification, representation or warranty made by Buyer in any certificate delivered to Seller pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Seller; (iii) any breach of or default of any of the covenants or agreements made by Buyer in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement; (iv) any Fraud by or on behalf of Buyer; (v) all Taxes imposed on Seller or the Company to make an Expense Advance pursuant to Section 2(a) shall be subject with respect to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court business of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made taxable period but solely with respect thereto to the portion of such period after the Closing Date; or (as to which vi) all rights of appeal therefrom have been exhausted Taxes imposed on Seller or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Subsidiary with respect to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority business of the Company's Board Company Subsidiary for any taxable period but solely with respect to the portion of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and period after the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSubsidiary Transfer Date.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company Parent shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, law against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Expenses incurred in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClaim. (b) Notwithstanding the foregoing, the Indemnitee shall not be entitled to indemnification for Expenses which are finally judicially determined to have resulted primarily from Indemnitee’s gross negligence or bad faith in fulfilling his duties to the applicable Company or Parent. (ic) Further, the obligations of the Company Parent under Section 2(aArticle II(a) shall be subject to the condition that the Reviewing Party Parent’s Board of Directors shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law. However, and (ii) to the obligation extent that Indemnitee has been successful on the merits or otherwise in defense of the Company any Claim relating in whole or in part to make an Expense Advance pursuant to Section 2(a) Indemnifiable Event, including dismissal without prejudice, Indemnitee shall be subject indemnified against Expenses incurred in connection with that Claim. In connection with any determination by Parent’s Board of Directors as to whether Indemnitee is entitled to be indemnified, the burden of proof shall be on Parent to establish that Indemnitee is not so entitled. (d) Expenses will be reimbursed or advanced (“Expense Advance”) when and as incurred promptly upon submission by Indemnitee of statements to the condition that, ifParent. If, when and to the extent that the Reviewing Party Parent’s Board of Directors determines that Indemnitee would not be permitted to be so indemnified under applicable lawlaw or under Article II(a), the Company Parent shall not be obligated to reimburse or advance Expenses to Indemnitee and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the CompanyParent) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlaw or this Agreement, any determination made by the Reviewing Party Parent’s Board of Directors that Indemnitee would not be permitted to be indemnified under applicable law or this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company Parent for any Expense Advance such amounts paid until a final judicial determination is made with respect thereto made. (e) If any Claim is commenced as to which all rights Indemnitee proposes to demand indemnification, Indemnitee will notify the Parent with reasonable promptness; provided, however, that any failure by Indemnitee to notify the Parent will relieve the Parent from its obligations hereunder only to the extent the Parent has been prejudiced by such failure or delay. (f) Indemnitee will have the right to retain counsel of appeal therefrom have been exhausted or have lapsed)his own choice to represent him, and the Parent will pay the reasonable Expenses of one such counsel only. Indemnitee's obligation The Parent retains the right to reimburse participate in the Company for Expense Advances shall defense of such Claim as to which Indemnitee seeks indemnification through counsel of the Parent’s choice (the cost of which will be unsecured paid by the Parent) and no interest shall be charged thereonIndemnitee will reasonably cooperate with such counsel and the Parent (including, to the extent permitted by law. If there has not been a Change in Controlpossible and consistent with his own interests, keeping the Reviewing Party shall Parent reasonably informed of such defense). (g) The Parent will be selected by liable for any settlement of any Claim against Imdemnitee made with the Board of DirectorsParent’s written consent, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would consent will not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.unreasonably withheld

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Sellers shall jointly and severally indemnify and hold harmless the Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall indemnify Indemnitee "BUYER INDEMNITEES") to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or this Article IX in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding any Losses reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Buyer Indemnitees as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in any representation or warranty of MTC or Sellers made herein or any payments under this Agreementbreach of or failure to perform any covenant, including the creation agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything MTC or Sellers in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director agreement, document or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")certificate delivered hereunder; provided, however, that Sellers shall have no liability on account of this Section 9.1(a)(i) with respect to any claim relating to any events, facts or circumstances of which the Buyer had Knowledge on or before the Closing Date (except in the case of any claim relating to any Taxes in which case Sellers shall have liability on account of this Section 9.1(a)(i) whether or not Buyer has Knowledge of any events, facts or circumstances with respect to such Expenses shall be advanced only upon delivery to the Company of an undertaking claim); (ii) any federal or state income Taxes incurred by MTC or its Subsidiaries caused by or on behalf resulting from the sale of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherShares, that the Company shall make such advances only except to the extent permitted by lawsuch Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date; (iii) any Taxes imposed on or relating to MTC or any of its Subsidiaries for any Pre-Closing Period, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date, and (iv) any Liabilities of MTC unrelated to its ownership of Oxy-Dry. (b) Notwithstanding the foregoing, foregoing paragraph (a): (i) the obligations of the Company Sellers shall not be liable under Section 2(a9.1(a)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(a)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the "MINIMUM AMOUNT"), and thereafter Sellers shall be liable, subject to the condition that other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Minimum Amount; (ii) the obligation The aggregate liability of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) Sellers for all such amounts theretofore paid; providedLosses under this Agreement and any agreement, document or certificate delivered herewith and the Acquisition shall not exceed Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT"), provided however, that if the liability of Sellers for Taxes, and for liabilities of MTC unrelated to its ownership of Oxy-Dry and for fraud shall be unlimited; and (iii) Sellers shall have no liability to indemnify any Buyer Indemnitee has commenced legal proceedings for any Losses (other than in a court respect of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawTaxes, any determination made by Liabilities of MTC unrelated to its ownership of Oxy-Dry or fraud) (A) related to any liability that is specifically set forth (i) in the Reviewing Party calculation of Closing Working Capital Value or (ii) on the Financial Statements or the Reference Purchase Price Statement, (B) under Section 9.1(a)(i), if the Buyer had Knowledge that Indemnitee would the representations and warranties of MTC or Sellers in this Agreement were not be permitted true and correct prior to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonClosing, to the extent arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates, (C) under Section 9.1(a)(i), in respect of a breach of any representations and warranties, to the extent disclosed in the Seller Disclosure Schedule, (D) to the extent arising from a change in Law that becomes effective after the Closing Date or (E) arising or resulting from any action taken or omitted to be taken by the Buyer or any of its Affiliates after the Closing Date other than as contemplated or permitted by law. If there has not been a Change in Controlthis Agreement. (c) Buyer shall indemnify and hold harmless Sellers and their respective Affiliates (collectively the "SELLER INDEMNITEES" and, together with the Buyer Indemnitees, the Reviewing Party shall be selected "INDEMNITEES") to the extent set forth in this Article IX in respect of any and all Losses reasonably and proximately incurred by any Seller Indemnitee: (i) as a result of any inaccuracy or misrepresentation in any representation or warranty of the Board Buyer made herein or any breach of Directorsor failure to perform any covenant, agreement or obligation of the Buyer in this Agreement or any agreement, document or certificate delivered hereunder; or (ii) as a result of liabilities of MTC and if there has been such a Change its Subsidiaries, including liabilities arising from matters, facts and circumstances set forth in Controlthe Seller Disclosure Schedule to Article IV hereof, other than a Change (x) Tax liabilities of MTC or any of its Subsidiaries arising from any Pre-Closing Period, (y) liabilities of MTC unrelated to its ownership of Oxy-Dry or (z) liabilities in Control respect of which has been approved by a majority Sellers are obligated to indemnify and hold harmless Buyer Indemnitees pursuant to Section 9.1(a). (d) Notwithstanding the foregoing paragraph (c): (i) Buyer shall not be liable under Section 9.1(c)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(c)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the "MINIMUM AMOUNT"), and thereafter Buyer shall be liable, subject to the other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Company's Board Minimum Amount; and (ii) The aggregate liability of Directors who were directors immediately prior to such Change in ControlBuyer for all Losses under this Agreement and any agreement, document or certificate delivered herewith and the Reviewing Party Acquisition shall not exceed Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT"); provided however, that the liability of Buyer for fraud shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeunlimited.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawconditions and provisions set forth in this Article VIII, as soon as practicable but in any event no later than Seller agrees, upon the lapse of the thirty (30) days day period after written demand Seller is presented notified in writing of such a demand, claim, action or cause of action, to indemnify, defend and hold harmless the Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by the Buyer, as the case may be, directly or indirectly, in whole or in part, resulting from (i) all debts, liabilities and obligations, actual or alleged, arising at any time from or related to the Companyownership, against control or operation of the Assets or Business by Seller prior to Closing, (ii) sales taxes imposed upon Seller and arising out of the operation of the Businesses or with respect to Seller's ownership, use, control, operation or sale of the Assets, (iii) any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid obligation of Seller pertaining to interest on the shareholder loans whether directly to the shareholder advancing funds to Seller or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and to any federal, statestate or local tax authority, (iv) a breach of any covenant, or the inaccuracy in any respect of any representation or warranty, of Seller contained in or made pursuant to this Agreement and (v) all other liabilities for which the Buyer may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the ownership, control or foreign taxes imposed operation of the Assets on and prior to the Indemnitee Closing Date and liabilities arising as a result of the actual calculation of same. (b) Subject to the conditions and provisions of this Article VIII, Buyer agrees, upon the lapse of the thirty (30) day period after Buyer is notified in writing of such a demand, claim, action or deemed receipt cause of action, to indemnify, defend and hold harmless the Seller from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including reasonable attorney fees, asserted against or imposed upon or incurred by the Seller, as the case may be, directly or indirectly, in whole or in part, resulting from (i) the failure of Buyer to pay any of the Assumed Liabilities (except as may be set forth in Section 1.2 above), (ii) a breach of any payments under covenant, or other inaccuracy in any respect of any representation or warranty, of Buyer contained in or made pursuant to this Agreement, (iii) any and all claims and contingent liabilities relating to the Assumed Liabilities, including the creation without limitation any contingent liabilities, whether now existing or hereafter arising, pertaining to Seller's and/or Buyer's utilization of the Trust pursuant to Section 4 hereof. Notwithstanding anything in names "Eyesite" and "eyesite.com", and (iv) ▇▇▇ ▇▇▇▇▇ liabilities for which Seller may become liable and which are covered by this Agreement indemnity, including, without limitation, all federal, state and local taxes applicable to the contrary ownership, control or operation of the Assets after the Closing Date and except liabilities arising as provided in Section 5a result of the calculation of same. (c) All of the adjustments, Indemnitee shall not demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses to which a party may be entitled to recover or for which such party may be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall hereinafter be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) as the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"Indemnification Claims".

Agreement to Indemnify. (a) In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to or has a reasonable belief that it may be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) of an Indemnifiable Event, the Company shall indemnify the Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no not later than thirty (30) 60 days after written demand is presented to the Company, against for any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges Expenses paid or payable incurred by the Indemnitee in connection therewith. If the Indemnitee is entitled to indemnification by the Company for some or a portion of the Expenses in connection with a Claim, issue or in respect matter relating thereto, but not all of such Expensesthe amount thereof, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Company shall indemnify the Indemnitee as a result of for the actual or deemed receipt of any payments under this Agreement, including portion to which the creation of the Trust pursuant to Section 4 hereofIndemnitee is entitled. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a final judgment of a court of competent jurisdiction adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith, were the result of active and deliberate dishonesty or that the Indemnitee personally gained a financial profit to which the Indemnitee was not legally entitled. The Indemnitee shall provide prompt written notice to the Company of any Claim in connection with any Proceeding initiated by which the Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented may assert a right to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")be Indemnified hereunder; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf failure of the Indemnitee to repay provide such amount if it is ultimately determined that Indemnitee is notice shall not entitled affect the Indemnitee’s rights hereunder except to be indemnified by the Company; provided further, that extent the Company shall make such advances only to the extent permitted by lawhave been materially prejudiced as a direct result thereof. (b) Notwithstanding the foregoing, (i) the The obligations of the Company under Section 2(aparagraph (a) of this Article shall be subject to the condition that the Reviewing Party shall not have authorized such indemnification in the specific case by having determined (in a written opinion, in any case in which that the special, independent counsel referred to in Section 3 hereof Indemnitee is involved) that Indemnitee would not be permitted to be indemnified under the applicable law, and provisions set forth in such paragraph (ii) the obligation of the a). The Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in use its best efforts to facilitate a court of competent jurisdiction to secure a prompt determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted with respect to be indemnified under applicable law shall not be binding and the Claim. In connection therewith, the Indemnitee shall not be required afforded the opportunity to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as make submissions to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by with respect to the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereofClaim. If there has been no determination by the Reviewing Party within the time period specified in paragraph (a) of this Article, or if the Reviewing Party determines that the Indemnitee substantively would is not be permitted to be indemnified in whole or in part under applicable lawhereunder, the Indemnitee shall have the right to commence litigation in any court in the States Northern District of California or Delaware Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial a determination by the court of the Indemnitee’s right to indemnification or challenging any such determination by the Reviewing Party or any aspect thereof, Party; and the Company hereby consents to service of process and to appear in any such proceeding, and agrees that a final determination in any such proceeding shall be conclusive and binding on it. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. All costs and expenses (including, without limitation, attorneys fees and disbursements) in connection with the Reviewing Party’s review and any litigation relating thereto shall be borne by the Company, unless it is determined in any such litigation with respect to litigation costs that the Indemnitee’s suit was frivolous. Pending a final determination hereunder, the Company, upon the written request of the Indemnitee, shall take all such action as may be necessary or appropriate (including, without limitation, the posting of any surety, appeal or other bonds) to stay or prevent any execution, enforcement or collection of any judgments, penalties, fines or other amounts for which the Indemnitee may be liable and for which the Indemnitee has requested indemnification hereunder or under the Company’s Articles of Incorporation, Bylaws or the applicable laws of the State of Texas.

Agreement to Indemnify. (a) In From and after the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable EventClosing, the Company shall and the Shareholder, jointly and severally, agree to protect, defend, indemnify Indemnitee and hold Nations harmless from and will pay to Nations the fullest extent permitted aggregate of any loss, liability, claim, action, damage, expense (including costs of investigation and defense and reasonable attorneys fees), penalty, or fine, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by lawthe Company, as soon as practicable and the Shareholder in this Agreement (but in any event no later than thirty (30) days after written demand is presented giving effect to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement's Disclosure Schedules) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director other certificate or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking document delivered by or on behalf of the Indemnitee Company or the Shareholder pursuant to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified this Agreement; (ii) any breach by the Company; provided further, that Company or the Shareholder of any covenant or obligation of the Company shall make such advances only or Shareholder in this Agreement; (iii) any claims (regardless of whether made before or after Closing) that arise from any facts or circumstances, acts or omissions occurring prior to the extent permitted by lawClosing Date or relate to the Excluded Assets and the Excluded Liabilities; and (iv) any claims related to any obligation, liability, operations or the business of A-MOP. (b) Notwithstanding Nations, agrees to protect, defend, indemnify and hold the foregoingCompany and the Shareholder harmless from and will pay to the Company and Shareholder the aggregate of any Damages arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by Nations in this Asset Purchase Agreement or any other certificate or document delivered by or on behalf of Nations pursuant to this Agreement; (ii) any breach by Nations of any covenant or obligation of Nations in this Agreement; or (iii) the obligations Assumed Liabilities, except for any liability or obligation relating to any default under any of the Company under Section 2(a) shall be Assumed Liabilities to the extent such default existed prior to the Closing (subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Threshold provided at Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed10.2). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasSole Stockholder and the Principals shall severally indemnify and agree to defend and hold harmless Parent and the Surviving Entity (and their respective Affiliates, officers, directors, employees, representatives and agents) (“Parent Indemnified Persons” and, singularly, a “Parent Indemnified Person”) against and in respect of any and all Damages, by reason of or otherwise arising out of: (i) Parent Indemnified Taxes; (ii) any amount Parent is entitled to claim as Damages calculated in accordance with Section 2.07(c); (iii) any claim by an employee or becomes a party former employee of the Company, or any other person or entity, based upon (A) such employee’s or former employee’s employment with the Company prior to the Effective Time, (B) the termination of employment of current or witness former employees of the Company pursuant to this Agreement or otherwise prior to the Effective Time, or (C) any severance arrangements or payments or any benefit, salary, bonus, commission or other participant in, compensation payments made or is threatened required to be made a party in connection with such terminations prior to or witness or other participant inthe Effective Time; (iv) any claim by the Sole Stockholder, a Proceeding by reason Principal or former stockholder of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, or any other person or entity, against the Company or any and all Expensesof its Affiliates, judgmentsofficers, finesdirectors, penalties and amounts paid in settlement employees or agents, based upon any rights of a stockholder (other than the right of Principals to receive Merger Consideration pursuant to this Agreement), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on appraisal rights under the Indemnitee as a result applicable provisions of the actual MBCA, any option, preemptive rights or deemed receipt rights to notice or to vote; (v) a breach of any payments under this Agreementa representation, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything warranty or covenant contained in this Agreement to made by the contrary and except as provided Company; or (vi) a breach of a representation, warranty or covenant contained in Section 5this Agreement made by such Principal. provided, Indemnitee shall that, the Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 11.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $125,000 (the “Parent Indemnification Basket”), in or consented which case the Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii), (iv) and (vi) above or any claim for indemnification under item (v) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 4.06, Section 4.08, Section 4.09, Section 4.11 or Section 4.17. (b) Notwithstanding Parent shall indemnify and agrees to defend and hold harmless the foregoingPrincipals (and their respective affiliates, representatives and agents) against and in respect of any and all Damages by reason of or otherwise arising out of: (i) the obligations a breach by Parent or Merger Sub of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any representation, warranty or covenant contained in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and this Agreement; or (ii) the obligation any claim of the Company false or misleading information relating to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition Parent included in Parent SEC Filings provided, that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Principals will not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 11.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonPrincipals exceeds $125,000, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by case the court or challenging any Principals will be entitled to indemnification for the full amount of such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. (a) In Subject to Section 2 hereof and except as provided in subsection 1(b) below, the event Corporation shall indemnify the Indemnitee wasagainst expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal ("Proceeding"), including any appeal therefrom, in which the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to because he is or witness was an officer [AND/OR A DIRECTOR] of the Corporation or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other participant inenterprise if (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, a and (ii) with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by reason judgment, order, settlement, conviction or upon a plea of (nolo contendere or arising its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee good faith and in a manner which he reasonably believed to be in or not opposed to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result best interests of the actual or deemed receipt of Corporation, or, with respect to any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such criminal Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only Indemnitee had reasonable cause to the extent permitted by lawbelieve that his conduct was unlawful. (b) Notwithstanding anything to the foregoingcontrary set forth in subsection 1(a) above, (i) the obligations Corporation shall not be required to indemnify the Indemnitee in connection with any Proceeding by or in the right of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case Corporation in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted shall have been adjudged to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject liable to the condition that, if, when Corporation unless and only to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawcourt in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Company shall be Indemnitee is fairly and reasonably entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all indemnity of such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a expenses which such court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedeem proper.

Agreement to Indemnify. Subject to the terms and conditions of, and in accordance with the procedures set forth in, this Agreement, the Company shall hold Indemnitee harmless and indemnify Indemnitee (aand Indemnitee’s spouse as provided below), to the fullest extent permitted by the provisions of the DGCL and other applicable law, from and against all Expenses and Liabilities, including, without limitation, Expenses and Liabilities arising from any Proceeding brought by or in the right of the Company or its stockholders. The Company and Indemnitee intend that this Agreement provide for indemnification in excess of that expressly required or permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation or Bylaws, by vote of its stockholders or directors, or by applicable law. If, after the date hereof, the DGCL or any other applicable law is amended to permit or authorize indemnification of, or advancement of defense expenses to, Indemnitee to a greater extent than is permitted on the date hereof, references in this Agreement to the DGCL or any other applicable law shall be deemed to refer to the DGCL or such applicable law as so amended. If (i) In the event Indemnitee was, is or becomes a party to was affiliated with one or witness or other participant inmore venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made made, a party to or witness or other a participant inin any proceeding, a Proceeding by reason of and (or arising iii) the Appointing Stockholder’s involvement in part out of) an Indemnifiable Event, the proceeding is related to Indemnitee’s service to the Company shall indemnify Indemnitee to as a director of the fullest extent permitted by law, as soon as practicable but in Company or any event no later than thirty (30) days after written demand is presented to direct or indirect subsidiaries of the Company, against then, to the extent resulting from any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed claim based on the Indemnitee Indemnitee’s service to the Company as a result director or other fiduciary of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not Appointing Stockholder will be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented hereunder for Expenses to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the same extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasSeller and, is or becomes a party pursuant to or witness or the Stockholder Representation Letters, the Seller Interest Holders and other participant inContinuing Employee Stockholders shall severally indemnify and agree to defend and hold harmless Parent and Buyer (and their respective affiliates, or is threatened to be made a party to or witness or other participant inofficers, directors, employees, representatives and agents) (“Purchaser Indemnities” and, singularly, a Proceeding “Purchaser Indemnitee”) against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable Eventany Excluded Liability; (ii) any Actual Net Working Capital Shortfall; (iii) any Seller Warranty Liabilities; or (iv) any breach by the Seller of a representation, warranty or covenant contained in this Agreement; provided, that, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall Purchaser Indemnities will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 9.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Purchaser Indemnities exceeds $87,000 (the “Buyer Indemnification Basket”), in or consented which case the Purchaser Indemnities will be entitled to indemnification for the full amount of such Damages, subject to a maximum liability to all Purchaser Indemnitees, in the aggregate, of an amount equal to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Escrowed Shares; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Buyer Indemnification Basket shall not have determined apply to any breach of Section 3.10 due to uncollectability of Accounts Receivable (in a written opinionthe “AR Shortfall”), in any case in with respect to which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would Purchaser Indemnities will not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to indemnification pursuant to this Section 9.01(a) unless the aggregate amount of the AR Shortfall exceeds the amount, if any, equal to the Actual Net Working Capital less the Net Working Capital Threshold (the “AR Shortfall Basket”), in which case the Purchaser Indemnities will be reimbursed by Indemnitee (who hereby agrees entitled to reimburse the Company) indemnification for all such amounts theretofore paiddamages in excess of the AR Shortfall Basket up to an aggregate amount equal to 67% of the book value of the net Accounts Receivable as set forth on the Closing Date Statement; and provided, howeverfurther, that if Indemnitee has commenced legal proceedings in a court neither the Buyer Indemnification Basket, the AR Shortfall Basket, nor the limitation of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, liability to the extent permitted Escrowed Shares will apply to any claim for indemnification based on (A) any failure by law. If there has not been a Change in ControlSeller to pay, the Reviewing Party shall be selected by the Board of Directorsperform or discharge any Excluded Liabilities, and if there has been such a Change in Control(B) any Actual Net Working Capital Shortfall, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in (C) any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSeller Warranty Liabilities.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid actually and reasonably incurred by him or payable her in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant Trust) if he or she acted in good faith and in a manner which he or she reasonably believed to Section 4 hereofbe in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the Company shall not indemnify Indemnitee for any Expenses incurred in a Proceeding instituted by an appropriate bank regulatory agency if that Proceeding results in a final order assessing civil monetary penalties or requiring affirmative action by Indemnitee in the form of payments to the Company. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be so indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Notwithstanding any other provision in this Agreement, Expenses incurred in defending a Proceeding that is an administrative or civil action initiated by a federal bank regulatory agency shall be advanced only if Indemnitee agrees in writing to reimburse the Company for that portion of the advanced Expenses as to which it is ultimately determined that Indemnitee was not entitled to indemnification and the Reviewing Party has first made a determination in writing that Indemnitee acted in good faith and in a manner he or she believed to be in the best interests of the Company and that the advancing of such Expenses will not adversely affect the safety and soundness of the Company. Expenses shall be advanced, however, only upon delivery to the Company of a written binding agreement by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Indemnitee's ’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States State of California or Delaware Colorado having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or incurred in connection with settlement (including all interest, interest assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall pay in advance of the final disposition of any Claim any and all Expenses incurred or paid by Indemnitee (an "Expense Advance"). An Expense Advance shall be made by the Company within five business days of any such request by Indemnitee, Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Sections 5 and 15(c), prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding Claim initiated by Indemnitee against the Company or any director or officer of the Company unless such proceeding (or part thereof) was authorized by the Company has joined in or consented to the initiation Board of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf Directors of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, and subject to the provisions of Section 6 hereof (i) the obligations of the Company under Section 2(a) for indemnification shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be is permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, ; when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawlaw for the amount advanced by the Company, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, ) the Reviewing Party shall be the special, independent counsel Independent Legal Counsel referred to in Section 3 hereof. hereof If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation commence, in any accordance with Section 15 hereof, an action in a court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper an arbitration proceeding seeking an initial determination by the court or arbitration panel or challenging any such determination by the Reviewing Party or any aspect thereof, ; or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles and the Companies Law, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Corporate Status to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Eventthe Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company shall indemnify against all Expenses and Liabilities properly incurred or paid by the Indemnitee to or on the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee’s behalf in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding (referred to herein as “Indemnifiable Expenses” and any federal“Indemnifiable Liabilities,” respectively, state, local or foreign taxes imposed on the Indemnitee and collectively as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"“Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that exceptions contained in Section 4, Section 6 and Section 8 below, if the Reviewing Party shall not have determined (in Indemnitee was or is, or is threatened to be made, a written opinion, party to or participant in any case Proceeding by or in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the condition thatexceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, when and to by reason of the extent that Indemnitee’s Corporate Status, the Reviewing Party determines that Indemnitee would not be permitted is, or is threatened to be so indemnified under applicable lawmade, a party to or participant in any Proceeding (including a Proceeding by or in the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse right of the Company) for all such amounts theretofore paid; provided, however, provided that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law no circumstances shall not be binding and Indemnitee shall not be required to reimburse the Company for be obligated to make any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, payment to the extent Indemnitee that it is advised by its legal advisers would be unlawful under the laws of Jersey or is otherwise not permitted by law. If there has not been a Change in Control, pursuant to the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeArticles.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ▇▇▇▇ ▇▇▇▇▇ Indemnification ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Buyer and its Affiliates (collectively, the event "BUYER INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by the Shareholder in respect of any and all Damages incurred by any Buyer Indemnitee wasas a result of: (1) any inaccuracy or misrepresentation in or breach of any representation, is warranty, covenant or becomes agreement made in this Agreement by the Company or the Shareholder at any time; (2) any Environmental Liability (regardless of whether such Environmental Liability constitutes a party to breach of any representation or witness warranty contained in this Agreement): (A) of the Company or other participant inthe Shareholder, or is threatened to be made a party to or witness or other participant inin its capacity as such, a Proceeding by reason of (whether presently in existence or arising in part out ofhereafter; or (B) an Indemnifiable Eventrelating to the Business, the Company shall indemnify Indemnitee or the Real Property, which arises from acts, events, conditions or circumstances existing or occurring on or before the Closing Date; and (3) all Taxes for which the Company is or could be held liable with respect to (i) any taxable period ending on or prior to the fullest extent permitted by lawClosing Date, as soon as practicable but and (ii) any taxable period that includes and ends after the Closing Date (an "OVERLAP PERIOD") in any event no later than thirty (30) days after written demand is presented an amount equal to the Companyliability for Taxes that would have resulted had the Overlap Period ended at the close of business on the Closing Date (utilizing, against if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction), in each case except to the extent such Taxes are included and specifically identified as a liability for such Taxes in the Final Equity Calculation; PROVIDED, that Buyer shall be entitled to recover such Damages from the escrow fund created pursuant to the Escrow Agreement, subject to the terms and conditions thereof. (b) The Shareholder and their respective Affiliates (collectively, the "SHAREHOLDER INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by Buyer in respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Damages incurred by any federal, state, local or foreign taxes imposed on the Shareholder Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under representation, warranty, covenant or agreement made by the Buyer in this Agreement. (c) Except to the extent of confidentiality provisions in this Agreement, including the creation no Person shall have any claim or cause of the Trust pursuant action as a result of any inaccuracy or misrepresentation in or breach of or failure to Section 4 hereof. Notwithstanding anything perform any representation, warranty, covenant, agreement or obligation of any Indemnifying Party referred to in this Agreement to the contrary and except as provided in Section 59.01 against any Affiliate, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company member, stockholder, director, officer, employee, consultant or any director or officer of the Company unless the Company has joined in or consented to the initiation agent of such ProceedingIndemnifying Party. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses Nothing set forth in this Article IX shall be advanced only upon delivery deemed to prohibit or limit any Buyer Indemnitee's or Shareholder Indemnitee's right at any time before, on or after the Company Closing Date, to seek injunctive or other equitable relief for the failure of an undertaking by any Indemnifying Party to perform any covenant or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawagreement contained herein. (bd) Notwithstanding the foregoing, (i) the obligations The maximum aggregate liability of the Company Shareholder to indemnify the Buyer Indemnitees under this Article IX shall not exceed Six Million Dollars ($6,000,000). (e) The Shareholder shall have no obligation to pay any amount of indemnity under Section 2(a9.01(a) unless and until the aggregate amount of Damages incurred in respect of all claims for which indemnity would be payable by the Shareholder under Section 9.01(a) but for this Section 9.01(e) exceeds One Hundred Thousand Dollars ($100,000) (the "DEDUCTIBLE"), whereupon the Shareholder shall be liable under Section 9.01(a) (subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation other limitations of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companythis Article IX) for all amounts of such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Damages over the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDeductible.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys' and other professionals' fees and other out-of- pocket expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature ("Proceeding") In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations fact that the Indemnitee is or was a director, officer, employee or agent at any time after the Commencement Time of the Company under Section 2(a) shall be subject to Corporation or is or was at any time after the condition that Commencement Time serving at the Reviewing Party shall not have determined (in request of the Corporation as a written opiniondirector, in any case in which the specialofficer, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawemployee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the obligation Indemnitee in such capacity that occurred after the Commencement Time, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) reasonably believed to be in or not opposed to the best interests of the Company Corporation and (y) with respect to make an Expense Advance pursuant any criminal action or proceeding, had reasonable cause to Section 2(a) shall be subject to the condition thatbelieve was lawful; PROVIDED, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, howeverHOWEVER, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that jurisdiction, after exhaustion of all appeals therefrom, adjudges the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required liable to reimburse the Company Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party amount or if the Reviewing Party determines that Indemnitee substantively would not be permitted pays an amount in settlement to be indemnified in whole or in part under applicable lawthe Corporation, the Corporation may indemnify the Indemnitee shall have for such amount only with the right to commence litigation in any court in the States approval of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteecourt.

Agreement to Indemnify. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser and its respective officers, directors, employees, representatives, agents, successors, and assigns (collectively, the “Indemnitees”) from, against, and in respect of any and all damages incurred by any Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Seller in this Agreement; (ii) any breach of any covenant or agreement made by the Seller in this Agreement; and/or (iii) any and all proceedings, judgments, decrees, awards, assessments, fees, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Seller shall not be required to provide indemnification to any Indemnitee pursuant to Section 7.1(a) unless and until the aggregate amount of all damages incurred by all Indemnitees responsive to such Section exceeds Twenty Five Thousand Dollars ($25,000) (the “Deductible”), whereupon the Indemnitees shall be entitled to indemnification under such Section only with respect to damages in excess of such Deductible. The maximum aggregate monetary liability of the Seller to indemnify the Indemnitees under Section 7.1(a) shall not exceed the Purchase Price (the “Cap”) in the aggregate. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims arising out of fraud, intentional misrepresentation, or gross negligence. (c) If any third party notifies any Indemnitee with respect to any matter which may give rise to a claim for indemnification against the Seller under this Section 7, then the Indemnitee will notify the Seller thereof within thirty (30) days thereafter, such notice to state the nature and basis of any claim made by the third party; provided that, no delay on the part of the Indemnitee in notifying the Seller will relieve the Seller from any obligation hereunder unless, and then solely to the extent that, the Seller is demonstrably prejudiced thereby. In the event the Seller notify the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or date the Indemnitee has given notice of the matter that the Seller will indemnify the Indemnitee in respect of such Expensesmatter, judgmentsthen the Seller may, finesby notice to the Indemnitee within such 30-day period, penalties or amounts paid in settlement) assume the defense of such Proceeding and any federal, state, local or foreign taxes imposed on matter. If the Indemnitee as a result of Seller assume the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation defense of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingmatter, (i) the obligations Seller will defend the Indemnitee against the matter with counsel of Seller’s choice reasonably satisfactory to the Indemnitee, (ii) the Indemnitee may retain separate counsel at its sole cost and expense, and (iii) the Seller will not consent to the entry of a judgment or consent order with respect to the matter, or enter into any settlement, in each case which either (A) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by the Seller or (B) fails to include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto, in either such case without the written consent of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Indemnitee (which consent shall not have determined be unreasonably withheld or delayed). If the Seller has not assumed the defense of such matter, (in a written opinion, i) the Indemnitee may defend against the matter in any case in which the special, independent manner it reasonably may deem appropriate and with counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawof its choice, and (ii) the obligation Seller may retain separate counsel at its sole cost and expense. Notwithstanding anything to the contrary in the foregoing, if defendants in any action include any Indemnitee and Seller, and such Indemnitee shall have been advised by its counsel that there may be material legal defenses available to such Indemnitee inconsistent with those available to Seller, or if a conflict of interest exists between an Indemnitee and Seller with respect to such claim or the defense thereof, or if an Indemnitee reasonably determines that Seller’s control of such defense would reasonably be expected to have an adverse effect on the Assets or the outcome of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatmatter, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawthen in any such case, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation reassert such defense through its own counsel, and in any court such event (or in the States event that the Seller does not timely assume or diligently pursue the defense of California such matter as provided above) the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Seller and shall be paid by them from time to time within twenty (20) days of receipt of appropriate invoices therefore. (d) In the event that an Indemnitee notifies the Seller of any claim for indemnification hereunder that does not involve a third party claim, the Seller shall, within thirty (30) days after the date of such notice, pay to the Indemnitee the amount of damages payable pursuant to this Section 7.1 and shall thereafter pay any other damages payable pursuant to this Section 7.1 and arising out of the same matter on demand, unless the Seller dispute in writing its liability for, or Delaware having subject matter jurisdiction thereof and the amount of, any such damages within such 30-day period, in which venue is proper seeking an initial determination by the court or challenging any case such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise payment shall be conclusive made as provided above in respect of any matters or amounts not so disputed and binding any damages in respect of the matters so disputed shall be paid within five (5) business days after any determination (by agreement of Purchaser and Seller, or pursuant to arbitration in accordance with Section 8.3) that the Seller are liable therefore pursuant to this Section 7.1. (e) In connection with any payment of damages pursuant to this Section 7.1, the Seller shall pay to the Indemnitee(s) an amount calculated like interest on the Company and Indemniteeamount of such damages at the applicable interest rate from the date of Closing until the Indemnitee(s) shall have been indemnified in respect thereof.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party The Company hereby agrees to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as soon such may be amended from time to time, as practicable but in any event no later than thirty follows: (30a) days after written demand is presented Subject to the exceptions contained in Section 10(a)(ii) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of the Company) by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(iii) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against all Expenses incurred or paid by the Indemnitee in connection with such Proceedings. (ic) If any Apax Fund is, or is threatened to be made, a party to or a participant in any Proceeding, then to the extent the Apax Fund’s involvement in the Proceeding arises from the Indemnitee’s service to the Company as an officer or director of the Company, the Apax Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Company Indemnitee, under Section 2(a) shall be subject this Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that same extent as Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the same extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified as if such Apax Fund was a party hereto. Each Apax Fund is an intended third party beneficiary under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. Quevedo agrees to indemnify and hold AVS harmless from and against ▇▇▇ ▇▇▇▇▇▇ate of all expenses, losses, costs, deficiencies, liabilities and damages (aincluding, without limitation, related reasonable counsel and paralegal fees and expenses) In incurred or suffered by AVS arising out of or resulting from (i) any breach of a representation or warranty made by the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising Shareholders in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation (ii) any breach of the Trust pursuant to Section 4 hereof. Notwithstanding anything covenants or agreements made by any of the Companies or the Shareholders in this Agreement to Agreement, (iii) any inaccuracy in any certificate delivered by either of the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification Companies or the Shareholders pursuant to this Agreement in connection with Agreement, (iv) any Proceeding initiated by Indemnitee against the Company tax liability relating to any period occurring on or any director or officer of the Company unless the Company has joined in or consented prior to the initiation Effective Time, (v) any regulating and licensing obligations arising on or prior to the Effective Time, or (vi) any claims of such Proceeding. If so requested by Indemniteeany third parties arising from or relating to any facts, circumstances or events occurring on or prior to the Company shall advanceEffective Time (collectively, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense AdvanceIndemnifiable Damages"); provided, however, that such Expenses shall be advanced only upon delivery to . Without limiting the Company generality of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) with respect to the obligations measurement of the Company under Section 2(a) shall be Indemnifiable Damages, subject to the condition that the Reviewing Party shall not have determined (in a written opinionprovisions set forth herein, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee AVS shall have the right to commence litigation in any court be put in the States same after tax consolidated financial position as it would have been in had each of California or Delaware having the representations and warranties of the Shareholders hereunder been true and correct and had the covenants and agreements of each of the Companies and the Shareholders hereunder been performed in full. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims arising under clauses (ii) and (iv) of this Section and claims pursuant to the Stock Consideration Adjustment which shall not be subject matter jurisdiction thereof and to the Indemnification Threshold (defined below)) shall be asserted by AVS until the aggregate of all such Indemnifiable Damages exceeds $50,000 (the "Indemnification Threshold"), in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise case AVS shall be conclusive and binding on entitled to collect all Indemnifiable Damages from the Company and Indemniteefirst dollar of Indemnifiable Damages. Notwithstanding anything to the contrary contained herein, D. Quevedo shall have no liability for Indemnifiable Damages.

Agreement to Indemnify. The Corporation hereby agrees to ---------------------- indemnify, keep indemnified and hold harmless, Indemnitee (awhich shall include any legal representatives of such person) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted authorized by lawthe Delaware Law, including, without limitation, Section 145(f) thereof, and other applicable law as soon as practicable but in any event no later than thirty (30) days after written demand is presented effect from time to the Companytime, from and against any expenses (including expenses of investigation and all Expensespreparation and reasonable fees and disbursements of counsel, accountants and other experts), judgments, fines, penalties liability, losses and amounts paid in settlement (including all interestsettlement, assessments actually and other charges paid or payable reasonably incurred by Indemnitee in connection with any threatened, pending or in respect completed action, suit, claim or proceeding (hereinafter, a "proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, and whether or not the cause of such Expenses, judgments, fines, penalties proceeding occurred before or amounts paid in settlement) after the date of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and foregoing, but except as provided in Section 58 hereof, the Corporation shall indemnify the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding a proceeding (or part thereof) initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay only if such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. proceeding (bor part thereof) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected was authorized by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority Directors of the Company's Board Corporation. For purposes of Directors who were directors immediately prior to such Change in Controlthis Agreement, the Reviewing Party shall be terms "corporation," "other enterprise," "fines" and "serving at the special, independent counsel referred to in Section 3 hereof. If there has been no determination by request of the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee Corporation" shall have the right to commence litigation meanings provided in any court in Section 145 of the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeLaw.

Agreement to Indemnify. (a) In Except as provided in subsection 1(b) and Section 10 below, the event Corporation shall indemnify the Indemnitee wasagainst any and all loss, judgments, fines, bonds, and expenses (including attorney's fees) and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal ("Proceeding"), including any appeal therefrom, in which the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to because he or witness she is or was an officer and/or a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, member or trustee of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other participant inenterprise, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company and such indemnification shall indemnify Indemnitee be made to the fullest extent permitted by law, as soon as practicable it may be amended to increase, but in any event no later than thirty not reduce the measure of indemnification permitted. (30b) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary set forth in subsection l(a) above and except as provided in Section 53 below, Indemnitee unless hereafter permitted by law, indemnification or advancement of expenses shall not be entitled made to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee if a judgment or other final adjudication establishes that his or her actions or omissions to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only act were material to the extent permitted by law.cause of action so adjudicated and constitute: (b) Notwithstanding the foregoing, (i) the obligations A violation of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable criminal law, and unless the director or officer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) A transaction from which the obligation director or officer derived an improper personal benefit; (iii) In the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Company Florida Business Corporation Act are applicable; or (iv) Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to make an Expense Advance pursuant to Section 2(aprocure a judgment in its favor or in a proceeding by or in the right of a shareholder. For purposes of this subsection 1(b), the determination of whether such a judgment or other final adjudication has been rendered shall be made after exhaustion of any and all appeals or other review from the Proceeding in which it was rendered. Adjudications within the meaning of this subsection 1(b) shall be subject to the condition that, if, when include arbitration awards and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal decisions rendered in formal administrative proceedings in before a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable state or federal administrative law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteejudge.

Agreement to Indemnify. (a) In Each Selling Entity shall hold harmless, ---------------------- indemnify and defend Apple, its affiliates, successors and assigns (the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company"Apple Indemnified Parties"), against any and all Expensesobligations, judgmentsclaims, fineslosses, penalties damages, liabilities and amounts paid in settlement expenses (including all interestincluding, assessments without limitation, reasonable attorneys' fees and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementlegal expenses and other charges) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result (all of the actual foregoing being referred to below in this Agreement as "Claims"), but specifically excluding any claims, losses, damages, liabilities and expenses related or deemed receipt connected to, in any way, the payment of any payments under this Agreement, including the creation of the Trust obligations pursuant to Section 4 hereof. Notwithstanding anything in this Agreement 5.03 of the Management Agreement, arising out of the breach by such Selling Entity (or, with respect to the contrary indemnity obligations of the General Partner, a breach by the Company or the Controlling Partnership) of its representations and except warranties under the Original Agreement, as provided in Section 5amended and affected by the First Amendment (and CCRI and Desert Springs shall be jointly and severally liable with the General Partner for breaches of representations and warranties by the General Partner with respect to the Inns, Indemnitee the Company or the Controlling Partnership); Crestline shall not be entitled to indemnification pursuant to this Agreement in connection with hold harmless and indemnify the Apple Indemnified Parties against (i) all Claims brought by Crestline or any Proceeding initiated of its affiliates, or by Indemnitee any pre-Closing managers and officers of the Company or the Controlling Partnership, against the Company or any director the Controlling Partnership, as applicable, to the extent relating to the period prior to the Closing, (ii) all Claims arising out of or officer relating to the Residence Inn located in Raleigh, North Carolina, which was formerly owned by the Controlling Partnership and (iii) all Claims relating to the matters disclosed in Section 6.5 hereof. The General Partner hereby assumes the indemnity agreements made by the Company and/or the Controlling Partnership in Section 11.3 of the Company unless Original Agreement, as amended and affected by the Company has joined First Amendment (which is unaffected by this Agreement), and Apple agrees that the indemnification agreements made by it for the benefit of the Controlling Partnership in that Section 11.3 shall instead be for the benefit of the Selling Entities. The Selling Entities' indemnity obligations hereunder shall be primary obligations of each such Selling Entity, and Apple may proceed immediately against the Selling Entities without being required to bring any proceeding or consented to take any action against the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Company; provided, however, that no claim may be prosecuted by any party under this 11.3 ----------------- (meaning both subsections (a) and (b) hereof), or under Section 11.3 of the Original Agreement, as affected hereby and by the First Amendment, unless written notice of such Expenses shall be advanced only upon delivery claim is delivered by the party seeking to prosecute such claim to the Company of an undertaking by party or on behalf of the Indemnitee to repay parties against whom such amount if it claim is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only prosecuted prior to the extent permitted by lawdate that is eighteen (18) months after the Closing Date. (b) Notwithstanding In addition, and notwithstanding any provisions of this Agreement to the foregoingcontrary, (i) each Selling Entity shall hold harmless, indemnify and defend the obligations of Apple Indemnified Parties, against any and all Claims, connected with the Company under Section 2(a) shall be subject Controlling Interests owned by such Selling Entity to the condition that extent relating to the Reviewing Party shall not have determined (in a written opinion, in any case in period during which such Selling Entity owned the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Controlling Interests; and (ii) Apple shall hold harmless, indemnify and defend the obligation of Selling Entities and their affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts obligations and expenses (including, without limitation, reasonable attorneys' fees and other charges) connected with the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and Controlling Interests to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, relating to the extent permitted by law. If there has not been a Change in Control, period during which Apple (or its affiliates) owns the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeControlling Interests.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX on a joint and several basis by lawShareholders in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee (i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, as soon as practicable but warranty, covenant, agreement or obligation of Diverco or Shareholders in this Agreement or (ii) in connection with any event no later than thirty Environmental Liability. The aggregate liability of Shareholders collectively under this Section 9.01(a) of this Agreement shall not exceed the Purchase Price, except in the case of Damages due to Shareholders' fraud or willful misconduct. (30b) days after written demand is presented Shareholders and their Affiliates (collectively the "Shareholder Indemnitees") shall each be indemnified and held harmless to the Company, against extent set forth in this Article IX by Buyer in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Shareholder Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Buyer in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer (ii) Diverco's conduct of the Company unless Business after the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing. (bc) Notwithstanding the foregoing, (i) Buyer Indemnitees may not seek indemnification hereunder from Shareholders unless and until the obligations claims in the aggregate exceed $50,000, provided that if such threshold is exceeded, Buyer Indemnitees may seek indemnification hereunder for any and all claims subject to a one-time deductible in the amount of the Company under $10,000. This Section 2(a9.01(c) shall not apply to indemnification claims relating to Sections 3.01, 3.06, 3.21, 5.07 or 5.08, which will be subject fully indemnified by Shareholders. (d) From and after the Closing Date, Diverco shall have no liability to the condition that the Reviewing Party shall not have determined (in a written opinionShareholders for contribution or reimbursement due to, in any case in which the specialor other Damages arising out of, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance liability incurred by Shareholders pursuant to Section 2(a9.01(a) shall be subject to notwithstanding the condition that, if, when and to the extent fact that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings representations and warranties of Diverco and Shareholders in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, Article III and the Company hereby consents to service covenants of process Diverco and to appear Shareholders in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive Article V are joint and binding on the Company and Indemniteeseveral.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inATC and the direct and indirect subsidiaries of ATC (including Buyer and, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventafter the Closing has occurred, the Company Company) (collectively, the "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX by lawStockholder in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee (i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, as soon as practicable but warranty, covenant, agreement or obligation of the Company or Stockholder in this Agreement or (ii) in connection with any event no later Environmental Liability other than thirty Excluded Environmental Liabilities. The aggregate liability of Stockholder under this Section 9.01(a) shall not exceed the purchase price paid for the Shares pursuant to Section 2.02(b), except in the case of Damages due to Stockholder's fraud or willful misconduct. (30b) days after written demand is presented Stockholder and his Affiliates (collectively the "Stockholder Indemnitees") shall each be indemnified and held harmless to the Company, against extent set forth in this Article IX on a joint and several basis by Buyer and ATC in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Stockholder Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Buyer or ATC in this Agreement to or (ii) the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Company's conduct of the Company unless Business after the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing. (bc) Notwithstanding the foregoing, Buyer Indemnitees may not seek indemnification hereunder from Stockholder unless and until the claims in the aggregate exceed $20,000, provided that if such threshold is exceeded, Buyer Indemnitees may seek indemnification hereunder for any and all claims. (id) From and after the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawClosing Date, the Company shall be entitled have no liability to be reimbursed Stockholder for contribution or reimbursement due to, or other Damages arising out of, liability incurred by Indemnitee (who hereby agrees Stockholder pursuant to reimburse Section 9.01(a) notwithstanding that such liability may have arisen out of a misrepresentation or breach by the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (ai) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations provided herein, as soon as practicable but in any event no later than thirty (30) days after written demand is presented Sellers and Seller Parent shall, jointly and severally, indemnify and hold harmless Buyers to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid extent set forth in settlement (including all interest, assessments and other charges paid or payable in connection with or this Section Error! Reference source not found. in respect of such Expensesany Losses reasonably and proximately incurred by any Buyer or any of its Affiliates (collectively, judgments, fines, penalties or amounts paid in settlementthe "Buyer Indemnitees") of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee (A) as a result of any ----------------- inaccuracy or misrepresentation in or breach of or failure to perform any representation, warranty, or post-closing covenant, agreement or obligation of Sellers or Seller Parent in this Agreement or any agreement, document or certificate delivered hereunder, (B) in connection with any Excluded Operations Liability or (C) in connection with any Other Excluded Liability. In the actual case of clauses (B) and (C) in the foregoing sentence: (1) the Sellers' and Seller Parent's obligations to indemnify the Buyers are absolute notwithstanding any disclosures set forth in the Schedules hereto, and (2) Sellers or deemed receipt Seller Parent shall pay to Buyers any amounts paid by any Purchased Entity between the date hereof and the Closing Date in final settlement of any payments under this Agreementitem described therein. (ii) Notwithstanding the foregoing, including (A) the creation sole recourse of the Trust Buyer Indemnitees for any Losses resulting from, relating to or arising in connection with any Fox River Liability shall be pursuant to the Fox River Indemnification Agreements and (B) the sole recourse of the Buyer Indemnitees for any Losses resulting from, relating to or arising in connection with Taxes shall be pursuant to Section 4 hereof. 5.9. (iii) Notwithstanding anything in this Agreement to the contrary contrary, Sellers and Seller Parent shall be liable only for fifty percent (50%) of the Environmental Losses until such time as all Environmental Losses for which indemnification is sought hereunder exceeds $5,000,000 in the aggregate and Sellers and Seller Parent shall thereafter be liable for 100% of all Environmental Losses above such $5,000,000 in the aggregate of Losses. (iv) Sellers and Seller Parent shall make payments of amounts under this Section 8.1(a) in increments of $100,000 or greater (except as provided set forth in Clause (B) of the following sentence). Accordingly, payments of obligations under this Section 58.1(a) shall be aggregated and then paid upon the earlier to occur of (A) such time that the unpaid indemnification amounts exceed $100,000 in the aggregate, Indemnitee or (B) six (6) months shall have elapsed since the most recent indemnification payment to the Buyers under this Section 8.1(a) (A) Except as set forth in subsection (B) below, the aggregate collective liability of Sellers and Seller Parent for Losses under this Agreement (including under Sections 5.9 and 8.1 hereof) shall not be entitled exceed $100,000,000 (the "Maximum Amount"). (B) The Maximum Amount shall not apply to indemnification pursuant to this Agreement the obligations of Sellers and Seller Parent under or in connection with (x) Excluded Operations Liabilities, (y) Excluded Operations Taxes, or (z) the Fox River Indemnification Agreements, as to all of which there shall be no limit on the obligations of Seller and Seller Parent. For the purposes hereof, "Excluded Operations ------------------- Taxes" shall mean any Proceeding initiated Net Income Taxes arising by Indemnitee against reason of (aa) ----- the Company or any director or officer transfer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf AWSA Note as part of the Indemnitee Reorganization, and (bb) the sale and transfer of Appleton's ownership interests in Appleton Coated LLC and Appleton Leasing LLC to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.Appleton Coated Papers Holdings Inc. (b) Notwithstanding Buyers shall indemnify and hold harmless Seller Parent, each Seller and their respective Affiliates (collectively, the foregoing"Seller Indemnitees" ------------------ and, together with the Buyer Indemnitees, the "Indemnitees") to the extent set ----------- forth in this Section 8, in respect of any and all Losses reasonably and proximately incurred by any Seller Indemnitee as a result of (i) the obligations any inaccuracy or misrepresentation in or breach of or failure to perform any representation, warranty, covenant, agreement or obligation of any Buyer in this Agreement or any agreement, document or certificate delivered hereunder. Buyers shall indemnify and hold harmless each Seller Indemnitee in respect of all Losses reasonably and proximately incurred by any Seller Indemnitee (i) as a result of the Company under Section 2(a) shall be subject to conduct of the condition that Business after the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Closing; (ii) the obligation in respect of the Company any Stand-Alone Benefit Plan; (iii) in respect of any Business Guarantee or (iv) resulting from any allegation or claim by any investor in Buyer 1 or its shareholder or a lender to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thateither Buyer, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, their shareholders or any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior Purchased Entity relating to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party investment or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeloan.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's ’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasCompany Stockholders shall severally (in an amount equal to 1/7th of any such Damages per Company Stockholder) indemnify and agree to defend and hold harmless Parent and the Surviving Entity (and their respective Affiliates, officers, directors, employees, representatives and agents) (“Parent Indemnified Persons” and, singularly, a “Parent Indemnified Person”) against and in respect of any and all Damages, by reason of or otherwise arising out of: (i) Parent Indemnified Taxes; (ii) any amount Parent is entitled to claim as Damages calculated in accordance with Section 2.07(c); (iii) any claim by an employee or becomes a party former employee of the Company, or any other person or entity, based upon (A) such employee’s or former employee’s employment with the Company prior to the Effective Time, (B) the termination of employment of current or witness former employees of the Company pursuant to this Agreement or otherwise prior to the Effective Time, or (C) any severance arrangements or payments or any benefit, salary, bonus, commission or other participant in, compensation payments made or is threatened required to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee connection with such terminations prior to the fullest extent permitted Effective Time; (iv) any claim by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to a Company Stockholder or former stockholder of the Company, or any other person or entity, against the Company or any and all Expensesof its Affiliates, judgmentsofficers, finesdirectors, penalties and amounts paid in settlement employees or agents, based upon any rights of a stockholder (other than the right of Company Stockholders to receive Merger Consideration pursuant to this Agreement), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on dissenter rights under the Indemnitee as a result applicable provisions of the actual California Code, any option, preemptive rights or deemed receipt rights to notice or to vote; (v) a breach of any payments under this Agreementa representation, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything warranty or covenant contained in this Agreement to made by the contrary and except as provided Company; or (vi) a breach of a representation, warranty or covenant contained in Section 5this Agreement made by such Company Stockholder. provided, Indemnitee shall that, the Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 11.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $85,000 (the “Parent Indemnification Basket”), in or consented which case the Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii), (iv) and (vi) above or any claim for indemnification under item (v) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 4.06, Section 4.08, Section 4.09, Section 4.11 or Section 4.18 due to uncollectability of accounts receivable. (b) Notwithstanding Parent shall indemnify and agrees to defend and hold harmless the foregoingCompany Stockholders (and their respective affiliates, representatives and agents) against and in respect of any and all Damages by reason of or otherwise arising out of: (i) the obligations a breach by Parent or Merger Sub of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any representation, warranty or covenant contained in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and this Agreement; or (ii) the obligation any claim of the Company false or misleading information relating to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition Parent included in Parent SEC Filings provided, that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall Stockholders will not be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 11.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Company Stockholders exceeds $85,000, in which case the Company Stockholders will be entitled to indemnification for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights the full amount of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inBuyer, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of RBC and their Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or Seller in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementany Damages reasonably and proximately incurred by any Buyer Indemnitee (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or (ii) in connection with any Proceeding initiated by Indemnitee against the Company Excluded Liability, provided that in connection with any Environmental Liability, Buyer Indemnitees shall include any party acquiring title directly from Buyer of some or any director or officer all of that portion of the Company unless Owned Real Property consisting of unimproved land located on the Company has joined ▇▇▇▇▇▇ Road side of the existing factory facility. Notwithstanding the foregoing, Seller shall not be liable as an Indemnifying Party until all claims by the Buyer Indemnitees for indemnification exceed $100,000 in or consented the aggregate, and thereafter Seller shall be liable, subject to the initiation of such Proceeding. If so requested by Indemniteeother limitations provided for elsewhere in this Agreement, for all indemnification claims arising after the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing Date; provided, however, that such Expenses Seller shall be advanced only upon delivery liable, subject to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified other limitations provided for elsewhere in this Agreement, for all claims by the Company; provided furtherBuyer Indemnitees, regardless of amount, arising out of (i) the fraud or willful misconduct of Seller or (ii) any Lien that does not constitute a Permitted Lien. The aggregate liability of Seller collectively under this Section 9.01(a) of this Agreement shall not exceed $3,000,000, provided, however, that there shall be no limit on the Company shall make such advances only to the extent permitted aggregate liability of Seller for Damages incurred by lawBuyer in connection with: (1) Seller's fraud or willful misconduct; or (2) any Environmental Liability. (b) Notwithstanding Seller and its Affiliates (collectively the foregoing, "Seller Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article IX by Buyer and RBC in respect of any and all Damages reasonably and proximately incurred by any Seller Indemnitee as a result of (i) the obligations any inaccuracy or misrepresentation in or breach of the Company under Section 2(a) shall be subject or failure to the condition that the Reviewing Party shall not have determined (perform any representation, warranty, covenant, agreement or obligation of Buyer or RBC in a written opinionthis Agreement, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) failure of Buyer or RBC to pay and discharge the obligation Assumed Liabilities or (iii) conduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Business after the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeClosing.

Agreement to Indemnify. (a) In 10.2.1 Subject to the event Indemnitee waslimitations set forth in this Section 10, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventafter the Closing, the Company shall holders of Classifieds2000 Capital Stock, Classifieds2000 Options and Classifieds2000 Warrants will indemnify Indemnitee and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents (hereinafter referred to the fullest extent permitted by law, individually as soon an "INDEMNIFIED PERSON" and collectively as practicable but in any event no later than thirty (30"INDEMNIFIED PERSONS") days after written demand is presented to the Company, from and against any and all Expensesclaims, judgmentsliability, finesdamages and/or costs including, penalties and amounts paid in settlement but not limited to, attorneys fees (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementhereinafter referred to as "DAMAGES") of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt arising out of any payments under this Agreement, including the creation misrepresentation or breach of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or default in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless representations and warranties given or made by Classifieds2000 or the Company has joined Principal Shareholders in or consented Section 2 of this Agreement. Except to the initiation extent of such Proceeding. If so requested the Escrow Shares, each holder shall have no liability for breaches of representations, warranties, and covenants involving intentional fraud by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")another holder; provided, however, that such Expenses no limit of liability shall apply to any holder who is determined to have committed intentional fraud. Other than for liability for breaches of representations, warranties, and covenants, which breaches involve intentional fraud, each holder's maximum liability shall be advanced only upon delivery to the Company of an undertaking by his, her or on behalf its pro rata share of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances Escrow Shares and each Indemnified Person may look only to the extent permitted by law. (b) Notwithstanding Escrow Shares to satisfy this indemnity obligation and the foregoing, (i) sole remedy shall be a claim under the obligations Escrow. Under no event shall there be any indemnity for any Damages arising solely in connection with termination of the Company under Classifieds2000 Pension Plan, which is covered by Section 2(a401(k) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance Code, pursuant to Section 2(a) 4.19 of this Agreement. 10.2.2 In seeking indemnification for Damages under this Section 10, the Indemnified Persons shall exercise their remedies with respect to the Escrow Shares and any other assets deposited in escrow pursuant to the Escrow Agreement and these Escrow Shares shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidsole source of indemnification in connection therewith; provided, however, that if Indemnitee has commenced legal proceedings no such claim for Damages will be asserted after the expiration of the Escrow Period. In seeking indemnification for Damages under Section 10.2.1, the Indemnified Persons shall exercise their remedies solely to the Escrow Shares deposited in a court escrow pursuant to the Escrow Agreement. Except for intentional fraud: (i) no Classifieds2000 Stockholder shall have any liability to an Indemnified Person under this Agreement except to the extent of competent jurisdiction such Classifieds2000 Stockholder's Escrow Shares deposited under the Escrow Agreement and (ii) the remedies set forth in this Section 10.2 shall be the exclusive remedies of Excite and the other Indemnified Persons hereunder against any Classifieds2000 Stockholder. The liability of any Classifieds2000 Stockholder with respect to secure a determination any claim for intentional fraud shall be several and not joint. 10.2.3 Excite will indemnify, defend and hold harmless Classifieds2000, its affiliates (it is agreed and understood that Indemnitee should be indemnified under applicable lawthis term includes all of Classifieds2000's venture capital investors), officers, directors, employees, consultants and agents from any determination and all Damages arising from the misrepresentations or breach of or default in performance of any of the representations and warranties and covenants given or made by Excite in this Agreement, in any certificate, document or instrument delivered by or on behalf of Excite pursuant hereto. 10.2.4 Notwithstanding the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law foregoing, Excite shall not be binding entitled to recover any Escrow Shares from the Escrow Account unless and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights an aggregate of appeal therefrom $100,000 in Claims have been exhausted awarded or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, settled in favor of Excite pursuant to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board terms and conditions of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, this Agreement and the Company hereby consents Escrow Agreement and then such case Excite shall only be entitled to service recover from the Escrow Account the amount of process and to appear all such claims in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeexcess of $100,000.

Agreement to Indemnify. (a) In 7.2.1 Subject to the event Indemnitee wasterms, is or becomes a party to or witness or other participant inconditions and limitations of this Article 7, or is threatened the Parent Indemnified Parties shall be entitled to be made indemnified, from and after the Effective Time, solely from the Escrow Fund (except as set forth in Section 7.3.5), against, and shall be compensated, reimbursed and paid for, any Damages which are suffered or incurred by a party to Parent Indemnified Party from any of the following: (i) any breach of any representation or witness or other participant in, a Proceeding by reason warranty of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee in Article 3 hereof, in the Company Compliance Certificate or in the Closing Certificate (without giving effect, solely for the purposes of computing the amount of any Damages, to the fullest extent permitted by lawany materiality qualification contained or incorporated in such representation or warranty), as soon as practicable but in (ii) any event no later than thirty (30) days after written demand is presented to breach of any covenant or agreement of the Company, against prior to the Effective Time, in this Agreement, (iii) the amount of any Transaction Costs not deducted from the Total Merger Consideration, (iv) any assertion or recovery by any holder of Company Capital Stock of the fair value, interest and all Expensesexpenses or other amounts pursuant to dissenters’ rights exercised or purportedly exercised pursuant to California Law (it being understood that any such Damages will not include the pro rata share of the Total Merger Consideration such asserting or recovering stockholder would have received pursuant to this Agreement), judgments(v) the amount of any Company Debt on the Closing Date in excess of the amount of Company Debt on the date of this Agreement, finesto the extent such amount is not deducted from the Total Merger Consideration and is determined by Parent within 60 days of the Effective Time, (vi) any Liability, including any penalties and amounts paid in settlement (including all interestremediation costs and expenses, assessments and other charges paid related to, arising out of or payable incurred in connection with the Company’s failure to ensure that the Company Options and Company Common Stock set forth on Annex 3.13.8 to the Company Disclosure Schedule at all times satisfied all applicable requirements of Section 409A of the Code and related guidance, (vii) the loss of a tax deduction (such loss computed as the total amount of Compensatory Arrangements that constitute “parachute payments” under Section 280G of the Code, multiplied by Parent’s combined federal and state income tax rate) with respect to compensation payable to or in respect for the benefit of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as a result of the actual application of Section 280G of the Code and related guidance in connection with the transactions contemplated by this Agreement and (viii) any Actions, demands or deemed receipt assessments incidental to any of the matters set forth in clauses (i) through (vii) above (including any payments proceeding commenced by any Parent Indemnified Party for the purpose of enforcing its rights under this Article 7). For purposes of this Agreement, the term “Parent Indemnified Parties” shall mean Parent, the Surviving Corporation, and their affiliates and each of their respective directors, officers, employees, and agents, and the term “Damages” shall mean any loss, injury, claim, demand, settlement, judgment, award, fine, penalty, Liability, damage, Tax, Encumbrance, charge, cost or expense of any nature (including costs and reasonable attorneys’ fees and disbursements and other litigation expenses), whether or not involving the creation claim of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary another Person, but excluding any special, indirect, consequential, exemplary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection punitive damages and also excluding any damages associated with any Proceeding initiated by Indemnitee against the Company lost profits or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")lost opportunities; provided, however, that such Expenses shall be advanced only Damages may include any special, indirect, consequential, exemplary and punitive damages awarded to any third party in any Third-Party Claim or agreed upon delivery to the Company in settlement of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Companyany Third-Party Claim; provided provided, further, that for purposes of computing the amount of any Damages incurred by a Parent Indemnified Party there shall be deducted an amount equal to the amount of any insurance proceeds actually received or receivable by a Parent Indemnified Party in connection with such Damages or any of the circumstances giving rise thereto arising under an insurance policy purchased by the Company shall make such advances only prior to the extent permitted by lawEffective Time. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Each Effective Time Holder shall severally (a) In the event Indemnitee wasbased on each such holder's Pro Rata Share), is or becomes a party to or witness or other participant inand not jointly, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, and hold harmless Acquiror from and against any and all ExpensesDamages directly or indirectly arising out of, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid resulting from or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementwith: (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under representation or warranty made by the Company in this Agreement, including the creation Company Disclosure Letter or any Company Ancillary Agreement to be true and correct as of the Trust date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates); (b) any failure of any certification, representation or warranty made by the Company in any certificate delivered to Acquiror pursuant to Section 4 hereof. Notwithstanding anything in this Agreement Article 9 (other than the Closing Financial Certificate) to be true and correct as of the contrary and except as provided in Section 5, Indemnitee shall not be entitled date such certificate is delivered to indemnification pursuant to this Agreement Acquiror; (c) any breach of or default in connection with any Proceeding initiated of the covenants or agreements made by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemniteethis Agreement, the Company shall advanceDisclosure Letter or any Company Ancillary Agreement; (d) any inaccuracies in the Spreadsheet or Closing Financial Certificate; (e) any Indemnifiable Merger Expenses; or (f) any Dissenting Shares Excess Payments. "DAMAGES" means losses, within ten costs, damages, liabilities and expenses, including reasonable attorneys' fees, other professionals' and experts fees, costs of investigation and court costs, and including amounts that Acquiror properly pays to officers, directors or other agents of Acquiror or the Company, but excluding special, consequential, incidental, punitive or exemplary damages (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, except that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party excluded damages shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and so excluded to the extent that Acquiror pays any such damages to a third party or records a liability or reserve on its financial statements in accordance with GAAP for such payment). In determining the Reviewing Party determines that Indemnitee would not be permitted amount of any Damages in respect of the failure of any representation or warranty to be so indemnified under applicable lawtrue and correct as of any particular date (but not in determining whether any such representation and warranty is, the Company in fact, true and correct), any materiality qualifier contained in such representation or warranty shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedisregarded.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee 12.2.1 Subject to the fullest extent permitted by lawlimitations set forth in this Section 12.2, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to Seller will indemnify and hold harmless the Company, Purchaser Indemnified Persons from and against any and all Expensesactual losses, judgmentsliabilities, finesdamages, penalties costs and amounts paid in settlement (expenses, including all interestcosts of investigation and defense and reasonable fees and expenses of lawyers, assessments experts and other charges paid professionals, other than, for the avoidance of doubt, (A) such an Indemnified Person’s own damage to reputation, lost business opportunities, lost profits, mental or payable in connection with emotional distress, incidental, special, exemplary, punitive or in respect consequential damages (as opposed to such damages of such Expensesany other person asserted against the Indemnified Person, judgmentswhich shall be included), fines, penalties or amounts paid in settlementand (B) of such Proceeding any insurance proceeds and any federal, state, local or foreign taxes imposed on tax benefits accruing to the Indemnitee Indemnified Person as a result of the actual events giving rise thereto or deemed receipt thereof (hereinafter referred to as “Damages”), directly or indirectly arising out of, resulting from or in connection with (i) any failure of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made by Seller in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant or any exhibit or schedule to this Agreement to be true and correct, (ii) any failure of any certification, representation or warranty made by the Company or Seller in any certificate delivered to Purchaser pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Purchaser, (iii) any breach of or default in connection with any Proceeding initiated of the covenants or agreements made and to be performed by Indemnitee the Company on or prior to the Closing or made by Seller in this Agreement or any exhibit or schedule to this Agreement; (iv) relating to the late and/or incomplete filing of Forms 5500 for the Broadband Access Systems, Inc. 401(k) Plan by Seller; and (v) any liability assigned to the Company by Seller or Seller Group to the extent not contemplated by Schedule 5.1.1(a). 12.2.2 Subject to the limitations set forth in this Section 12.2, Purchaser will indemnify and hold harmless the Seller Indemnified Persons from and against any and all Damages, directly or indirectly arising out of, resulting from or in connection with (i) any failure of any representation or warranty made by Purchaser in this Agreement or any exhibit or schedule to this Agreement to be true and correct; (ii) any failure of any certification, representation or warranty made by the Purchaser in any certificate delivered to the Company or Seller pursuant to any director provision of this Agreement to be true and correct as of the date such certificate is delivered thereto; (iii) any breach of or officer default in connection with any of the covenants or agreements made by Purchaser in this Agreement or any exhibit or schedule to this Agreement; (iv) the Non-U.S. Liabilities and Purchaser’s or an Affiliate of Purchaser’s operation of the Company unless Business after Closing; (v) the use, exercise or ownership of the Non-U.S. Assets and the assets and rights of the United States members of the Seller Group assigned to the Company has joined in or consented the Purchaser or an Affiliate of Purchaser, as the case may be, as part of the Corporate Reorganization, following the Closing; and (vi) any of the obligations or liabilities (whether known or unknown, fixed or contingent) assigned to or assumed by the initiation Company or the Purchaser or an Affiliate of such Proceeding. If so requested by IndemniteePurchaser, as the case may be, as part of the Corporate Reorganization. 12.2.3 In seeking indemnification for Damages under Sections 12.2.1 and 12.2.2, the Company Indemnified Persons shall advancemake no claim against the Indemnifying Party for Damages unless and until such Damages aggregate at least $350,000 (the “Basket”) against such Indemnifying Party, within ten (10) business days in which event the Indemnified Persons may make claims solely for Damages in excess of such request, any and all Expenses to Indemnitee (an "Expense Advance")the Basket; provided, however, that for purposes of determining whether Damages aggregate the Basket, such Expenses Damages shall be advanced only upon delivery calculated without regard for any materiality, ordinary course of business, Material Adverse Effect or similar qualifiers or exceptions in the representations, warranties or covenants that have been breached or allegedly breached. The aggregate liability of either Indemnifying Party pursuant to this Section 12 or in connection with the Company of an undertaking by or on behalf transactions contemplated hereby shall be limited to 15% of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by aggregate Purchase Price (the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) “Cap”). Notwithstanding the foregoing, the Basket and the Cap will not apply: (i) in the obligations case of the Company under Section 2(a) shall be subject to Purchaser Indemnifying Parties, for any breach or default in connection with the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to representation and warranty in Section 3 hereof is involved4.1.1, any of the covenants in Sections 5.14, 6.4, 6.5, or 6.6, the provisions of Section 8, or as provided in clauses (iv)-(vi) that Indemnitee would not be permitted to be indemnified under applicable law, and of Section 12.2.2; (ii) in the obligation case of the Company Seller Indemnifying Parties, for any breach or default in connection with the covenants in Sections 5.12, 5.13.1, 5.13.2, or 5.14, the provisions of Section 8, or as provided in clauses (v) of Section 12.2.1; and (iii) as to make an Expense Advance pursuant to Section 2(a) any Indemnifying Party, for fraud. For purposes of this limitation, the value of the Stock Consideration shall be subject to determined on the condition thatClosing Date, if, when and to in the extent that case of the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawSeries E Stock, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse purchase price per share in the Company) for all such amounts theretofore paid; providedSeries E Financing, howeverand, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority case of the Company's Board of Directors who were directors immediately prior to such Change in ControlCommon Stock, the Reviewing Party shall be the special, independent counsel referred to as provided in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee12.6 below.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawconditions and provisions set forth in this Article VIII, as soon as practicable but in any event no later than Seller and Owner agree, upon the lapse of the thirty (30) days day period after written demand Seller is presented notified in writing of such a demand, claim, action or cause of action, to indemnify, defend and hold harmless the Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by the Buyer, as the case may be, directly or indirectly, in whole or in part, resulting from (i) all debts, liabilities and obligations, actual or alleged, arising at any time from or related to the Companyownership, against control or operation of the Assets or Business by Seller prior to Closing, (ii) sales taxes imposed upon Seller and arising out of the operation of the Businesses or with respect to Seller's ownership, use, control, operation or sale of the Assets, (iii) any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid obligation of Seller pertaining to interest on the shareholder loans whether directly to the shareholder advancing funds to Seller or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and to any federal, statestate or local tax authority, (iv) a breach of any covenant, or the inaccuracy in any respect of any representation or warranty, of Seller contained in or made pursuant to this Agreement and (v) all other liabilities for which the Buyer may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the ownership, control or foreign taxes imposed operation of the Assets on and prior to the Indemnitee Closing Date and liabilities arising as a result of the actual calculation of same. (b) Subject to the conditions and provisions of this Article VIII, Buyer agrees, upon the lapse of the thirty (30) day period after Buyer is notified in writing of such a demand, claim, action or deemed receipt cause of action, to indemnify, defend and hold harmless the Seller from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including reasonable attorney fees, asserted against or imposed upon or incurred by the Seller, as the case may be, directly or indirectly, in whole or in part, resulting from (i) the failure of Buyer to pay any of the Assumed Liabilities (except as may be set forth in Section 1.2 above), (ii) a breach of any payments under covenant, or other inaccuracy in any respect of any representation or warranty, of Buyer contained in or made pursuant to this Agreement, including (iii) all other liabilities for which Seller may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the creation ownership, control or operation of the Trust pursuant Assets after the Closing Date and liabilities arising as a result of the calculation of same. (c) All of the adjustments, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses to Section 4 hereof. Notwithstanding anything in this Agreement which a party may be entitled to the contrary and except as provided in Section 5, Indemnitee shall not recover or for which such party may be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall hereinafter be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) as the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"Indemnification Claims".

Agreement to Indemnify. The Company will indemnify and hold harmless Concur and the Surviving Corporation and their respective officers, directors, agents, and employees, and each person who controls or may control Concur or the Surviving Corporation within the meaning of the Securities Act and who suffers Damages (aas defined below) In in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason capacity as such controlling person (each of (or arising in part out of) an Indemnifiable EventConcur, the Company shall indemnify Indemnitee Surviving Corporation and each such officer, director, agent, employee and controlling person is hereinafter referred to the fullest extent permitted by law, individually as soon an "INDEMNIFIED PERSON" and collectively as practicable but in any event no later than thirty (30"INDEMNIFIED PERSONS") days after written demand is presented to the Company, from and against any and all Expensesclaims, judgmentsdemands, finessuits, penalties actions, causes of actions, losses, costs, demonstrable damages, liabilities 44 and amounts paid in settlement expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (including all interesthereinafter collectively referred to as "DAMAGES") incurred and arising out of any inaccuracy, assessments and other charges paid misrepresentation, breach of, or payable in connection with or in respect of such Expensesdefault in, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual representations, warranties or deemed receipt of any payments under this Agreement, including covenants given or made by the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Company in this Agreement to the contrary and except as provided or in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company Disclosure Letter or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking certificate delivered by or on behalf of the Indemnitee Company pursuant hereto, (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this Section 11.2 must be raised in a writing delivered to repay such the Representative and the Escrow Agent by no later than the Escrow Release Date. As used herein, the term "Damages" will not include any overhead costs of Concur personnel and the amount if it is ultimately determined that Indemnitee is not entitled to of Damages incurred by any Indemnified Person will be indemnified reduced by the Company; provided further, amount of any insurance proceeds actually received by such Indemnified Person on account of such Damages and the amount of any direct tax savings actually recognized by such Indemnified Person that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior are directly attributable to such Change in ControlDamages, the Reviewing Party shall be the special, independent counsel referred but will include any reasonable costs or expenses incurred by such Indemnified Person to in Section 3 hereofrecover such insurance proceeds or to obtain such tax savings. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted The Indemnified Persons will use reasonable efforts to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteemitigate their Damages.

Agreement to Indemnify. 11.2.1 Any one or more of the Principals (acollectively, "Indemnified Persons") In seeking indemnification hereunder shall give prompt written notification to Retek (the event Indemnitee was"Indemnification Representative") of the commencement ------------------------------ of any action, is suit or becomes proceeding relating to a third party claim for which indemnification pursuant to this Section 11 may be sought; provided, however, ---------- that no delay on the part of the Indemnified Person in providing such notice shall relieve Retek of any liability or witness obligation hereunder except to the extent of any damage or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding liability caused by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty of such failure. Within twenty (3020) days after delivery of such notification, the Indemnification Representative may, upon written demand is presented notice thereof to the CompanyIndemnified Person, against assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided that the Indemnification Representative acknowledges in writing to the Indemnified Person that any and all Expenses, judgmentsdamages, fines, penalties and amounts paid in settlement (including all interest, assessments and costs or other charges paid or payable liabilities that may be assessed against the Indemnified Person in connection with such action, suit or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on proceeding constitute Damages for which the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee Indemnified Person shall not be entitled to indemnification pursuant to this Agreement in connection Section 11. If the Indemnification ----------- Representative does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnification Representative assumes control of such defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with any Proceeding initiated by Indemnitee against respect to such action, suit or proceeding, the Company or any director or officer reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damage" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the Company unless the Company has joined in or consented to the initiation status of such Proceeding. If so requested by Indemniteeaction, suit or proceeding and the Company defense thereof and shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (consider in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination good faith recommendations made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law other party with respect thereto. The Indemnified Person shall not be binding and Indemnitee shall not be required agree to reimburse any settlement of such action, suit or proceeding without the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority prior written consent of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeIndemnification Representative.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles, the Companies Law and all other applicable laws, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Position to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Eventthe Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company shall indemnify against all Expenses and Liabilities properly incurred or paid by the Indemnitee to or on the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee’s behalf in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding (referred to herein as “Indemnifiable Expenses” and any federal“Indemnifiable Liabilities,” respectively, state, local or foreign taxes imposed on the Indemnitee and collectively as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"“Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that exceptions contained in Section 4, Section 6 and Section 8 below, if the Reviewing Party shall not have determined (in Indemnitee was or is, or is threatened to be made, a written opinion, party to or participant in any case Proceeding by or in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of the Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the condition thatexceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, when and to by reason of the extent that Indemnitee’s Position, the Reviewing Party determines that Indemnitee would not be permitted is, or is threatened to be so indemnified under applicable lawmade, a party to or participant in any Proceeding (including a Proceeding by or in the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse right of the Company) for all such amounts theretofore paid; provided, however, provided that if in no circumstances shall the Company be obligated to make any payment to the Indemnitee has commenced that it is advised by its legal proceedings in a court advisers would be unlawful under the laws of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made Jersey or is prohibited by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeArticles.

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law as follows: (a) In Subject to the event exceptions contained in Section 10(a)(ii) below, if Indemnitee was, was or is or becomes a party to or witness or other a participant in, or is threatened to be made a party or a participant to or witness or any Proceeding (other participant in, than a Proceeding by or in the right of the Company) by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Company Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(iii) below, if Indemnitee was or is a party or a participant or is threatened to be made a party or a participant to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against all Expenses incurred or paid by the Indemnitee in connection with such Proceedings. (ic) If any JCP Fund is, or is threatened to be made, a party to or a participant in any Proceeding, then to the extent the JCP Fund’s involvement in the Proceeding arises from the Indemnitee’s service to the Company as an officer or director of the Company, the JCP Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Company Indemnitee, under Section 2(a) shall be subject this Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that same extent as Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the same extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified as if such JCP Fund was a party hereto. Each JCP Fund is an intended third party beneficiary under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.]

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Article IX, as soon as practicable but in any event no later than thirty after the Closing: (30i) days after written demand is presented to each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Company, Buyer Indemnitees from and against any and all ExpensesLosses which are incurred or suffered by a Buyer Indemnitee and which arise out of or result from any breach of any representation, judgmentswarranty, finescovenant or agreement of any Seller, penalties and amounts paid in settlement (including all interestor any representation, assessments and other charges paid warranty, or payable in connection with pre-Closing covenant or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result agreement of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything contained in this Agreement (other than Article IV), or any certificate delivered by the Stockholders Representative on behalf of the Sellers or delivered by the Company pursuant hereto (other than to the contrary and except as extent it relates to Article IV), provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated a Buyer Indemnitee’s claim therefor is instituted by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented written notice to the initiation of such Proceeding. If so requested by IndemniteeStockholders Representative prior to the Release Date; (ii) each Seller shall severally (and not jointly) indemnify, defend and hold harmless the Company shall advance, within ten (10) business days of such request, Buyer Indemnitees from and against any and all Losses which are incurred or suffered by any Buyer Indemnitee and which arise out of or result from any breach of any representation or warranty of such Seller contained in Article IV of this Agreement or any certificate delivered by the Stockholders Representative (on behalf of the Sellers) or the Company pursuant hereto (to the extent it relates to Article IV); (iii) each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses which are incurred or suffered by a Buyer Indemnitee and which arise out of or result from (A) the Delphi Liability, (B) any Indebtedness of any of the Companies (other than Indebtedness owed by one of the Companies to any one of the other Companies) outstanding as of immediately prior to the Closing that is not included on the Payment Notice, and (C) any Transaction Expenses that are not (1) included on the Payment Notice or paid prior to the Closing. (iv) each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses which are incurred or suffered by a Buyer Indemnitee and which arise out of result from the pending environmental site cleanup for fluorine contamination at 136 A▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇▇▇ (an "Expense Advance"▇▇▇ “Anegasaki Cleanup”); provided, however, that such Expenses the Buyer Indemnitees shall not be indemnified pursuant to this Section 9.1(a)(iv) unless the Anegasaki Cleanup is required by Nippon Sheet Glass Company, Ltd. (“NSG”) or ordered by any governmental Authority. No Seller shall be advanced only upon delivery to held responsible for the Company indemnification obligations of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawany other Seller under this Section 9.1. (b) Other than with respect to fraud by the Company or any of the Sellers, Buyer’s sole and exclusive rights and remedies after the Closing based on, arising out of or relating to this Agreement and any of the certificates delivered pursuant hereto (whether stated as breach of contract, tort or otherwise) shall be those rights and remedies set forth in this Article IX. Without limiting the generality of the preceding sentence, after the Closing, other than with respect to fraud, no legal action sounding in contribution, tort or strict liability (in each case, other than claims made or contemplated by this Article IX) may be maintained by any party hereto, or any of their respective officers, directors, employees, stockholders, affiliates, representatives, agents, successors or assigns, against any other party hereto with respect to any matter that is the subject of Article IX, and Buyer, for itself and its officers, directors, employees, stockholders, affiliates representatives, agents, successors and assigns, hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any Applicable Law. (c) Notwithstanding anything herein to the foregoingcontrary, none of Sellers, Buyer or the Company shall have any liability under this Agreement (including, without limitation, this Article IX) for, and Losses shall not include, any punitive, incidental, consequential or special damages. (d) For purposes of determining any Seller’s liability under this Article IX for any Losses, appropriate reductions shall be made to reflect the following: (i) the obligations net recovery pursuant to any insurance policy that is received by the applicable Buyer Indemnitee in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Losses; and (ii) the obligation present value (at an 8% discount rate), as of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to date payment is made, of the condition thatactual net Tax costs and Tax benefits, ifif any, when that are incurred and to recognized by such Buyer Indemnitee arising from the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidpayment or accrual of any Losses; provided, however, in the event an indemnification payment is not treated as a purchase price adjustment pursuant to Section 9.5, then there shall be no reduction for net Tax benefits pursuant to this clause (ii). If an indemnification payment is received by a Buyer Indemnitee, and that if Buyer Indemnitee has commenced legal proceedings later receives insurance proceeds, other net third party recoveries or Tax benefits in respect of the related Losses that were not previously credited against such indemnification payment when made, such Buyer Indemnitee shall promptly, but in no event later than fifteen Business Days after receipt by such Buyer Indemnitee of such insurance proceeds, other net third party recoveries (net of costs to obtain the same) or Tax benefits, pay to Sellers (Pro Rata unless the indemnification is pursuant to Section 9.1(a)(ii)), a court sum equal to the lesser of competent jurisdiction (A) the actual amount of such insurance proceeds (after giving effect to secure a determination any deductible and net of any costs to obtain the same), other net third party recoveries and net Tax benefits or (B) the actual amount of the indemnification payment previously paid by such Seller with respect to such Losses. Buyer shall use commercially reasonable efforts to collect amounts available under insurance coverages and pursue such claims relating to any Losses for which it is seeking indemnification. (e) If the Aggregate Purchase Price is adjusted downward due to facts or circumstances that Indemnitee should be indemnified under applicable lawgive rise to any Post-Closing Reduction pursuant to Section 2.3(a) of this Agreement, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law Buyer shall not also be binding and Indemnitee shall not be required entitled to reimburse the Company indemnification for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights breaches of appeal therefrom have been exhausted representations, warranties, covenants or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, other agreements arising from such facts or circumstances to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePost Closing Reduction.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of The Buyers and their respective Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article 9 by law, as soon as practicable but Parent in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Losses incurred by any federal, state, local or foreign taxes imposed on the Buyer Indemnitee as a result of, relating to or arising from any of the actual following: (1) any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made in this Agreement to the contrary and except as provided or in Section 5, Indemnitee shall not be entitled to indemnification pursuant any agreements which are exhibits to this Agreement in connection with by the Selling Parties at any Proceeding initiated time, whether or not Buyer's Indemnitees relied thereon or had knowledge thereof; provided, however, that for the purposes of determining whether there has been a Loss or the amount of any such Loss suffered by a Buyer Indemnitee against under this Section 9.1(a)(1), those representations and warranties of the Selling Parties qualified by a materiality standard shall be deemed not to include such materiality qualifiers; (2) any liabilities owed by the Company or any director Company Subsidiary to any of their respective shareholders, or officer any Affiliate of any such shareholder; (3) the business, operations or assets of the Company unless and the Company has joined in Subsidiaries or consented any state of facts, activity, incident, circumstance or condition relating, existing or occurring at or prior to the initiation of such Proceeding. If so requested by IndemniteeSubsequent Closing Date, including, but not limited to, all Taxes for which the Company shall advanceor any Company Subsidiary is or could be held liable with respect to (i) any taxable period ending on or prior to the Subsequent Closing Date, within ten and (10ii) business days of such request, any taxable period that includes and all Expenses to Indemnitee ends after the Subsequent Closing Date (an "Expense AdvanceOverlap Period") in an amount equal to the liability for Taxes that would have resulted had the Overlap Period ended at the close of business on the Subsequent Closing Date (utilizing, if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction); provided, however, that such Expenses notwithstanding the foregoing, there shall be advanced only upon delivery no right of indemnification under this Section 9.1(a)(3) with respect to Losses relating to items or matters that are (i) disclosed in the Company of an undertaking by Disclosure Letter or on behalf of (ii) disclosed and adequately reserved against in the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherFinancial Statements, that the Company shall make such advances but in each case only to the extent permitted of the dollar amount so disclosed or reserved, as the case may be; and (4) any liability owed as a result of the transactions contemplated by lawSections 8.1(r)(ii) and (iii). It is the mutual understanding of the Buyers and the Selling Parties that the indemnification obligations of the Selling Parties under each of the subsections (1), (2), (3) and (4) of this Section 9.1(a) are separate sources of obligation under this Agreement, and the failure of a Loss to be indemnifiable, in whole or in part, under one of such subsections does not exclude such Loss from qualifying as indemnifiable under another subsection. (b) To the extent that the Losses giving rise to an indemnification obligation of Parent are of the type covered by: (i) applicable insurance policies of Parent or its Affiliates covering the Business; (ii) the ERP Coverage; or (iii) any excess ERP coverage purchased by the Buyers or their Affiliates (hereinafter collectively the "Applicable Insurance"), then the Buyer Indemnitees shall, except as provided in the second sentence of this Section 9.1(b), first submit a claim for such Losses to the Applicable Insurance carrier before seeking indemnification from Parent, and Parent shall cooperate with the Buyer Indemnitees in the submission and resolution of such claim. Notwithstanding the foregoing, foregoing or any other provision of this Agreement: (i) the obligations of Buyer Indemnitees have agreed in Section 6.5 to not to submit any claim to Lex, and therefore the Company under Section 2(a) shall be subject Buyer Indemnitees agree not to seek indemnification from Parent to the condition that the Reviewing Party shall not extent any Loss would otherwise have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, been covered by Lex; and (ii) the obligation Buyer Indemnitees also agree that their exclusive remedy for professional liability errors and omissions Losses shall be to submit a claim for such Losses under the Applicable Insurance rather than seeking indemnification from Parent therefor. (c) Notwithstanding the foregoing, Parent shall not be obligated to indemnify a Buyer Indemnitee under this Section 9.1 with respect to any individual Loss unless and until (i) any such individual Loss exceeds Fifteen Thousand Dollars ($15,000) (the entire amount of such Loss, a "Qualified Loss") and (ii) the aggregate of all Qualified Losses suffered by all Buyer Indemnitees hereunder exceeds Five Hundred Thousand Dollars ($500,000) (the "Deductible Amount"), whereupon any Qualified Losses in excess of the Company to make an Expense Advance Deductible Amount shall become due and payable pursuant to Section 2(a) shall be subject to the condition thatterms of this Article 9, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings the foregoing limitations shall not apply with respect to any Losses under Section 9.1(a)(4). (d) Notwithstanding any other provision of this Agreement, in a court all events, the maximum obligation of competent jurisdiction Parent for indemnification pursuant to secure a determination that Indemnitee should Section 9.1(a)(1) or otherwise under this Agreement (the "Maximum R&W Indemnification") shall be the Escrow Amount. (e) The Selling Parties and their respective Affiliates (collectively, the "Seller Indemnitees") shall each be indemnified under applicable law, and held harmless to the extent set forth in this Article 9 by ▇▇▇▇▇▇ in respect of any determination and all Losses incurred by any Seller Indemnitee as a result of (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Reviewing Party that Indemnitee would not be permitted Buyers in this Agreement or in agreements which are exhibits to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse this Agreement, or (ii) the business, operations or assets of the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse and the Company for Expense Advances Subsidiaries or any state of facts, activity, incident, circumstances or condition relating, existing or occurring after the Subsequent Closing Date. (f) The indemnification procedures of Article 9 shall be unsecured the exclusive remedy of the parties hereto for Losses resulting from any inaccuracies or misrepresentations in or breach of any representation or warranty made in this Agreement or in any agreements which are exhibits to this Agreement. (g) Notwithstanding the foregoing, none of the provisions pertaining to the Deductible Amount, the Maximum R&W Indemnification or the exclusivity of remedies set forth in Sections 9.1(b), (c), (d), (e) and no interest (f), respectively, shall be charged thereon, apply to the indemnification obligations of Parent to the extent permitted by law. If there has not been a Change that any inaccuracy or misrepresentation in Controlor breach of any representation or warranty or any other indemnifiable condition under this Agreement results from fraud, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party gross negligence or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court willful misconduct in the States making of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party representation or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteewarranty.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In The Indemnifying Sellers shall severally, on a pro rata basis in accordance with their percentage interests set forth on Schedule 6.02(b) indemnify, defend and hold harmless Buyer and its respective Affiliates, officers, directors, employees, representatives and agents (“Purchaser Indemnitees” and, singularly, a “Purchaser Indemnitee”) against and in respect of any and all Damages, by reason of or otherwise arising out of: (i) any Excluded Liability; (ii) any Net Working Capital shortfall determined pursuant to Section 2.06; (iii) any claim by an employee, former employee, independent contractor or former independent contractor of Seller, or any other person or entity, based upon (A) such employee’s or former employee’s employment or such independent contractor’s or former independent contractor’s contract with Seller prior to the event Indemnitee wasClosing Date, is (B) the termination of employment of current or becomes a party former employees or current or former independent contractors of Seller prior to the Closing Date, or witness (C) any severance arrangements or payments or any benefit, salary, bonus, commission or other participant in, compensation payments made or is threatened required to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with such terminations prior to the Closing Date; (iv) any Seller Warranty Liabilities; or (v) any breach by Seller of a representation, warranty or covenant contained in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement; provided, including that, the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall Purchaser Indemnitees will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 9.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Purchaser Indemnitees exceeds $140,000 (the “Purchaser Indemnification Basket”), in or consented which case the Purchaser Indemnitees will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Purchaser Indemnification Basket shall make such advances only not apply to any claim for indemnification based on (A) items (i) through (iv) above or (B) item (v) above to the extent permitted such claim relates to a breach by lawSeller under Section 3.01, 3.02, 3.05, 3.09, 3.12, 3.22 or 3.25 (such claims collectively, the “Seller Carved-Out Liabilities”). (b) Notwithstanding Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, officers, directors, employees, representatives and agents (the foregoing, “Seller Indemnitees”) against and in respect of any and all Damages by reason of or otherwise arising out of: (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Assumed Liability; or (ii) the obligation any breach by Buyer of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition any representation, warranty or covenant contained in this Agreement; provided, that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Seller Indemnitees will not be permitted to be so indemnified under applicable law, the Company shall be entitled to indemnification pursuant to this Section 9.01(b) unless the aggregate amount of all Damages for which indemnification is sought by the Seller Indemnities exceeds $140,000 (the “Seller Indemnification Basket”), in which case the Seller Indemnitees will be reimbursed by Indemnitee (who hereby agrees entitled to reimburse indemnification for the Company) for all full amount of such amounts theretofore paidDamages; provided, howeverfurther, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction the Seller Indemnification Basket will not apply to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by claim for indemnification based on item (i) above (the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed“Buyer Carved-Out Liabilities”). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Each Company Stockholder shall severally (abased on each Company Stockholder’s Pro Rata Share), and not jointly, indemnify and hold harmless Macrovision and its officers, directors, agents, representatives, stockholders and employees, and each Person, if any, who controls or may control Macrovision within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as an “Macrovision Indemnified Person” and collectively as “Macrovision Indemnified Persons”) In the event Indemnitee wasfrom and against, is or becomes a party to or witness or other participant inwithout duplication, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenseslosses, judgmentscosts, finesdamages, penalties Liabilities and amounts paid in settlement (expenses, including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid experts’ fees, costs of investigation and court costs for enforcement of this indemnification right and net of any insurance recovery or payable Tax benefit received in connection with such losses, costs, damages, Liabilities and expenses (hereinafter collectively referred to as “Damages”), directly or indirectly arising out of, resulting from or in connection with: (i) any failure or breach of any representation or warranty made by the Company in Article III of this Agreement, to be true and correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the date of this Agreement, except in the case of any individual representation and warranty which by its terms speaks only as of a specific date or dates); (ii) any failure of any certification, representation or warranty made by the Company pursuant to Section 7.2 to be true and correct as of the date such certificate is delivered to Macrovision; (iii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement; (iv) any Third Party Claim (as defined below) relating to any breach or failure referred to in clause (i) through (iii) above; (v) any inaccuracies in the Company’s capitalization as of immediately prior to the Effective Time (as set forth in final form of Schedule 3.4(a) updated and delivered in accordance with the provisions in the definition of the “Spreadsheet” in Article I); or (vi) any Pre-Closing Taxes, but only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred income taxes established to reflect timing differences between book and Tax income) on the Closing Date Statement and taken into account in determining the Net Working Capital Adjustment. In no event shall any party be entitled to duplicate payment, reimbursement, indemnification, adjustment or other form of recovery in respect of any Damages, except to the extent any such Expenses, judgments, fines, penalties recovery by the party entitled to indemnification is in some way reduced or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee disgorged as a result of the actual or deemed receipt other party’s breach and provided further that the recovery with respect to Damages arising from an occurrence shall not in any way limit such party’s right to recover in respect of any payments under this Agreement, including other or additional Damages arising from the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawsame occurrence. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Subject to the conditions of this Article VII: (a) In the event Indemnitee wasPurchaser hereby agrees to indemnify, is defend and hold harmless Seller from and against all demands, claims, actions or becomes a party to or witness or other participant incauses of action, or is threatened to be made a party to or witness or other participant inassessments, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventlosses, the Company shall indemnify Indemnitee to the fullest extent permitted by lawdamages, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Companyliabilities, against any costs and all Expensesexpenses, judgmentsincluding, fineswithout limitation, interest, penalties and amounts paid in settlement reasonable attorney's fees, costs and disbursements and expenses (including all interestcollectively, assessments "Damages"), asserted against, resulting to, imposed upon or incurred by Seller and other charges paid its officers, directors and shareholders directly or payable in connection with indirectly, arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement of the Trust pursuant to Section 4 hereof. Notwithstanding anything Purchaser contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against (including but not limited to enforcement of this Article VII), the Company other Transaction Documents or the transactions contemplated hereby or thereby or any director facts or officer circumstances constituting such a breach; (ii) any indebtedness, obligation or liability assumed by Purchaser pursuant to Section 1.4(b) hereof; and (iii) the operation, use or ownership of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeRestaurants, Purchased Assets, Real Properties, the Company shall advanceEasements and Assumed Contracts, within ten (10) business days during, or which have otherwise accrued from or otherwise relate to, the period of such request, any time after the Closing Date; and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingSeller hereby agrees to indemnify, defend and hold harmless Purchaser and its officers, directors and shareholders from and against all Damages asserted against or incurred by Purchaser or such officers, directors and shareholders, directly or indirectly, arising out of or resulting from (i) a breach of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in other Transaction Documents or any facts or circumstances constituting such a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and breach; (ii) the obligation any indebtedness, obligations or liabilities of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatSeller including, if, when and to the extent that the Reviewing Party determines that Indemnitee would but not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlimited to, any determination made liability or obligation set forth in Section 1.4(a), and the tax liabilities set forth in Section 2.17 other than those expressly assumed by the Reviewing Party that Indemnitee would not be permitted to be indemnified Purchaser hereunder; (iii) a breach of or otherwise arising under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto Environmental Law (as to which all rights of appeal therefrom have been exhausted whether now or have lapsedhereafter in effect). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted the same arises out of any condition or state of facts or otherwise relates to the period of time commencing on the date of possession by law. If there has not been a Change the Seller of the Real Property in Controlquestion and ending on the Closing Date; (iv) the operation, use or ownership of the Restaurants, Purchased Assets, Real Properties, Real Properties, the Reviewing Party shall Easements and Assumed Contracts during, or which have otherwise accrued from or otherwise relate to the period of time prior to the Closing Date; (v) Seller's failure to pay and discharge all claims of creditors which may be selected asserted against Purchaser by the Board reason of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved Purchaser's waiver of compliance by a majority Seller of the Company's Board of Directors who were directors immediately prior Bulk Sales Laws; and (vi) any claims made with respect to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePlan.

Agreement to Indemnify. (a) In Each of Parent, Acquisition Sub and their respective Affiliates (collectively, the event "BUYER INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by each Shareholder, in its respective Pro Rata Portion, in respect of any and all Damages incurred by any Buyer Indemnitee wasas a result of: (1) any inaccuracy or misrepresentation in or breach of any representation, is warranty, covenant or becomes agreement made in this Agreement by the Company or any Shareholder at any time; (2) any Environmental Liability (regardless of whether such Environmental Liability constitutes a party to breach of any representation or witness or other participant inwarranty contained in this Agreement): (A) of the Company, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (whether presently in existence or arising in part out ofhereafter which arises from acts, events, conditions or circumstances existing or occurring on or before the Closing Date; or (B) an Indemnifiable Eventrelating to the Business, the Company shall indemnify Indemnitee or the Real Property, which arises from acts, events, conditions or circumstances existing or occurring on or before the Closing Date; (3) all Taxes for which the Company is or could be held liable with respect to (i) any taxable period ending on or prior to the fullest Closing Date, and (ii) any taxable period that includes and ends after the Closing Date (an "OVERLAP PERIOD") in an amount equal to the liability for Taxes that would have resulted had the Overlap Period ended at the close of business on the Closing Date (utilizing, if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction), in each case except to the extent permitted by lawsuch Taxes are included and specifically identified as a liability for such Taxes in the Final Calculation; and (4) any Liability of any kind, as soon as practicable but including, without limitation, excise Taxes, income Taxes, fines, interest or penalties, relating in any event no later than thirty (30) days after written demand is presented way to the Company's allowing its employees to pay for the employees' portion of certain welfare benefits via payroll deduction on a pre-Tax basis, against at the employee's election, without having adopted a written pre-Tax payment plan under section 125 of the Code. Parent and Acquisition Sub shall be entitled to recover such Damages pursuant to the Escrow Agreement, subject to the terms and conditions thereof, but shall have no obligations to exhaust remedies thereunder. (b) The Shareholders and their respective Affiliates (collectively, the "COMPANY INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by Parent and Acquisition Sub in respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Damages incurred by any federal, state, local or foreign taxes imposed on the Company Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under representation, warranty, covenant or agreement made by the Parent and Acquisition Sub in this Agreement. (c) Nothing set forth in this Article IX shall be deemed to prohibit or limit any Buyer Indemnitee's or Company Indemnitee's right at any time before, including on or after the creation Closing Date, to seek injunctive or other equitable relief for the failure of any Indemnifying Party to perform any covenant or agreement contained herein. (d) The maximum aggregate liability of each Shareholder to indemnify the Trust pursuant to Buyer Indemnitees under Section 4 hereof. Notwithstanding anything 9.01(a)(2) and for breaches of representations and warranties contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee under this Article IX shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer exceed its Pro Rata Portion of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten Four Million Dollars (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"$4,000,000); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (be) Notwithstanding the foregoingThe Shareholders shall have no obligation to pay any amount of indemnity under Sections 9.01(a)(1), (i2) and (3) unless and until the obligations aggregate amount of Damages incurred in respect of all claims for which indemnity would be payable by the Company Shareholders under Sections 9.01(a)(1), (2) and (3) but for this Section 2(a9.01(e) exceeds Fifty Thousand Dollars ($50,000) (the "DEDUCTIBLE"), whereupon each Shareholder shall be liable under Sections 9.01(a)(1), (2) and (3) (subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation other limitations of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companythis Article IX) for its Pro Rata Portion of all amounts of such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Damages over the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDeductible.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes The Sellers (also referred to herein individually as a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event“Seller Indemnifying Party” and collectively, the Company shall “Seller Indemnifying Parties”) shall, jointly and severally indemnify Indemnitee to and hold harmless Purchaser and each of its directors, officers, employees, stockholders, representatives, advisors and agents (collectively, the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30“Purchaser Indemnified Parties”) days after written demand is presented to the Company, from and against any and all ExpensesLosses, judgmentswhether or not involving a Third-Party Claim, finesarising out of or resulting from any of the following: (i) any actual or alleged inaccuracy in or breach of any representation or warranty of the Sellers contained in Article 4 of this Agreement or in any schedule, penalties and amounts paid in settlement certificate or other document delivered pursuant hereto; (including all interest, assessments and other charges paid ii) any actual or payable alleged breach of or default in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and the failure to perform any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual covenants or deemed receipt of any payments under this Agreement, including agreements made by the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Sellers in this Agreement or any schedule, certificate or other document delivered pursuant hereto; (iii) any Excluded Asset or Excluded Liability; (iv) any Company Taxes; (v) any security or data breach suffered by the Company prior to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with Closing; and (vi) any Proceeding initiated failure by Indemnitee against the Company or any director or officer to fully perform its obligations under Section 2.1(a)(iii), which include, without limitation, the assignment of the Company unless Company’s rights and obligations under the Company has joined in or consented Option Agreement and Underlying Agreements to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawPurchaser. (b) Notwithstanding Purchaser shall indemnify and hold harmless the foregoingSellers and each of their respective directors, officers, employees, stockholders, representatives, advisors and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses arising out of or resulting from any of the following (provided that this Section 7.2(b) shall not limit the Purchaser Indemnified Parties’ rights or recoveries pursuant to Section 7.2(b)): (i) the obligations any actual or alleged inaccuracy in or breach of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any representation or warranty of Purchaser contained in a written opinion, Article 5 of this Agreement or in any case in which the specialschedule, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and certificate or other document delivered pursuant hereto; and (ii) any actual or alleged breach of or default in connection with the obligation failure to perform any of the Company covenants or agreements made by Purchaser in this Agreement or any schedule, certificate or other document delivered pursuant hereto. (c) For purposes of this Article 7 (including for purposes of determining whether a representation or warranty is inaccurate or has been breached and the amount of Losses subject to make an Expense Advance pursuant to Section 2(a) indemnification), the representations and warranties contained in this Agreement shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would deemed not be permitted to be so indemnified under applicable lawqualified by, the Company and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawinterpreted without giving effect to, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (limitations or qualifications as to which all rights “materiality” (including the words “material” or “Material Adverse Effect” and other terms of appeal therefrom have been exhausted similar import or have lapsedeffect). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In From and after the event Indemnitee wasClosing Date and subject to the terms and conditions of this ARTICLE X (including the limitations set forth in the last sentence of this Section 10.01(a), is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable EventBuyer, the Company Surviving Corporation and their respective officers, directors, employees, partners, members, agents, representatives, successors and permitted assigns (collectively, the "Buyer Indemnitees") each shall indemnify Indemnitee be indemnified and held harmless out of the Escrow Account to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against this ARTICLE X in respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Damages directly incurred by any federal, state, local or foreign taxes imposed on the Buyer Indemnitee as a result of of, or arising out of, (i) any inaccuracy or misrepresentation in, or breach of, or failure to perform, on or prior to the actual Effective Time, any representation, warranty, covenant or deemed receipt of any payments under this Agreement, including agreement made by the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Company in this Agreement to or (ii) any of the contrary and except as provided in Section 5matters set forth on the Special Indemnified Matters Schedule (the "Scheduled Matters"). Notwithstanding the foregoing, (i) no Buyer Indemnitee shall not be entitled to indemnification pursuant to indemnified under this Agreement Section 10.01(a) in connection with respect of any Proceeding initiated by Indemnitee against individual claim of Damages that results in Damages of less than $10,000 (and any such Damages shall be disregarded for all purposes of this Section 10.01(a), including in determining whether the Company or any director or officer of the Company unless the Company Deductible Amount (as defined below) has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"been exceeded); provided, however, that such Expenses the $10,000 threshold referred to in this subsection (i) shall not apply to claims for Damages relating to the Scheduled Matters; (ii) no Buyer Indemnitee shall be advanced only upon delivery indemnified under this Section 10.01(a) (except with respect to the Company of an undertaking by any inaccuracy or on behalf misrepresentation in, or breach of the Indemnitee Special Representations, any covenant or agreement contained herein or the Scheduled Matters) unless and until the aggregate amount of all Damages incurred by any or all of the Buyer Indemnitees hereunder exceeds $1,075,000 (the "Deductible Amount"), whereupon the Buyer Indemnitees shall be entitled to repay indemnification for all Damages incurred by them; and (iii) the maximum aggregate amount of indemnification that the Buyer Indemnitees may recover under this Section 10.01(a) (except with respect to any inaccuracy or misrepresentation in, or breach of the Special Representations) shall not exceed the remaining funds in the Escrow Account and recourse for such amount if it is ultimately determined that Indemnitee is not entitled shall be limited solely to be indemnified by offsets against the Company; provided further, that Escrow Account in accordance with this Agreement and the Company shall make such advances only to the extent permitted by lawEscrow Agreement. (b) From and after the Closing Date and subject to the terms of this ARTICLE X (including the last sentence of this Section 10.01(b)), the Sellers, their Affiliates and their respective officers, directors, employees, partners, members, agents, representatives, successors and permitted assigns (collectively, the "Seller Indemnitees") shall each be indemnified and held harmless to the extent set forth in this ARTICLE X by Buyer in respect of any and all Damages arising out of or in any manner incident, relating or attributable to any inaccuracy or misrepresentation in, or breach of, or failure to perform, any representation, warranty, covenant or agreement made by Buyer or Merger Sub in this Agreement. Notwithstanding the foregoing, foregoing (i) the obligations of the Company under Section 2(a) no Seller Indemnitee shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, this Section 10.01(b) except with respect to any inaccuracy or misrepresentation or breach of Section 5.02) unless and until the aggregate amount of all Damages incurred by any or all of the Seller Indemnitees hereunder exceeds $1,075,000 (ii) the obligation maximum aggregate amount of indemnification that the Seller Indemnitees may recover under this Section 10.01(b) shall not exceed the Merger Consideration. (c) This ARTICLE X constitutes the Buyer Indemnitees' and Seller Indemnitees' sole and exclusive remedy for any and all Damages or other claims (excluding any actions for specific performance or similar injunctive relief) relating to or arising from this Agreement, any of the agreements, documents and instruments executed and delivered in connection herewith and the transactions contemplated by any of the foregoing, except for claims that may arise against any Seller as a result of the inaccuracy of any letter of transmittal or breach of any representation or warranty of any Seller contained therein. Neither the Buyer Indemnitees nor the Seller Indemnitees may avoid such limitation on liability by seeking damages for breach of contract, tort or pursuant to any other theory of liability, other than claims based on fraud. Notwithstanding any implication herein to the contrary, any indemnification of the Buyer Indemnitees shall be satisfied solely and exclusively by setoff against the funds remaining in the Escrow Account pursuant to the terms hereof and the Escrow Agreement, including the payment of fees and expenses incurred in connection with the defense of a Third Party Claim by the Buyer Indemnitee as set forth in Section 10.04 below. Except as otherwise provided in this Section 10.01 or for claims based on fraud, no claim shall be brought or maintained by Buyer, its Subsidiaries (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) or its or their respective Affiliates, successors or permitted assigns or any other Buyer Indemnitee against any of the Seller Indemnitees, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of the Company or any other Person set forth or contained in this Agreement, or any of the agreements, documents and instruments executed and delivered in connection herewith, the subject matter of this Agreement, any information, document or material furnished or made available to make an Expense Advance pursuant to Section 2(a) shall be subject Buyer in "data rooms," management presentations or in any other form in anticipation of or in connection with the transactions contemplated by this Agreement, the ownership, operation, management, use, control of, and other actions or omissions with respect to, the business of the Company and its Subsidiaries, any of their assets, any of the transactions contemplated hereby or any other actions or omissions at or prior to the condition thatClosing Date or the Effective Time. Buyer, ifits Subsidiaries (including, when after the Effective Time, the Surviving Corporation and its Subsidiaries), and its and their respective Affiliates, successors and permitted assigns and any other Buyer Indemnitee hereby irrevocably waive all such claims of any type or description and hereby agree to indemnify and hold harmless each of the Seller Indemnitees from and against and in respect of any and all Damages and other losses incurred by any Seller Indemnitee as a result of any such claim brought or maintained by any such party against any Seller Indemnitee in contravention of this Section 10.01(c). EACH RELEASING PARTY EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. EACH RELEASING PARTY UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH RELEASING PARTY ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT. (d) Each Buyer Indemnitee and Seller Indemnitee shall take all commercially reasonable steps to mitigate any Damages for which such Person may be entitled to indemnification hereunder (including to first seek any recoveries of the type described in clause (ii) of the definition of Damages) to the extent mitigation is required under law. If the amount to be netted (in accordance with clause (ii) of the definition of Damages) from any payment required under this ARTICLE X is determined after payment by the Indemnifying Party of an amount otherwise required to be paid to an Indemnitee pursuant to this ARTICLE X, the Indemnitee shall repay to the Indemnifying Party, promptly after such determination, any amount that the Reviewing Indemnifying Party determines that Indemnitee would not be permitted have had to be so indemnified under applicable lawpay pursuant to this ARTICLE X had such determination been made at the time of such payment. (e) With respect to any particular matter, the Company no party shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse any indemnification under this ARTICLE X if such matter was disclosed and accounted for in the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole Latest Balance Sheet or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof Preliminary Closing Statement and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect party has fully recovered its indemnifiable Damages as a result thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be so indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee Indemnittee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Expenses shall be advanced, however, only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, . Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Section 10, DDI will indemnify and hold harmless ISI and its officers, directors, agents and employees, and each person, if any, who controls or may control ISI within the meaning of the Securities Act (hereinafter referred to individually as soon an "Indemnified Person" and collectively as practicable but in any event no later than thirty (30"Indemnified Persons") days after written demand is presented to the Company, from and against any and all Expensesclaims, judgmentsdemands, finesactions, penalties causes of actions, losses, costs, damages, liabilities and amounts paid in settlement expenses including, without limitation, reasonable legal fees (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementhereinafter referred to as "Damages"): (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt Arising out of any payments under this Agreement, including the creation misrepresentation or breach of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or default in connection with any Proceeding initiated of the representations, warranties and covenants given or made by Indemnitee against the Company DDI in this Agreement or any director certificate, document or officer instrument delivered by or on behalf of DDI pursuant hereto (other than with respect to changes in the truth or accuracy of the Company unless representations and warranties of DDI under this Agreement after the Company date hereof if DDI has joined advised ISI of such changes in or consented an update to Exhibit 2.0 delivered prior to the initiation Closing and ISI has nonetheless proceeded with the Closing); or (b) Resulting from any failure of any DDI Shareholders to have good, valid and marketable title to the issued and outstanding DDI Common Stock held by such Proceedingshareholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or to have full right, capacity and authority to vote such DDI Common Stock in favor of the Merger and the other transactions contemplated by the Agreement of Merger. If so requested by IndemniteeIn seeking indemnification for Damages under this Section, the Company Indemnified Persons shall advance, within ten (10) business days of such request, exercise their remedies with respect to the Escrow Shares and any and all Expenses other assets deposited in escrow pursuant to Indemnitee (an "Expense Advance")the Escrow Agreement; provided, however, that no such Expenses shall claim for Damages will be advanced only upon delivery to asserted after the Company of an undertaking by or on behalf expiration of the Indemnitee Escrow Period. Except for intentional fraud or willful misconduct or breach of any of the provisions of the Affiliates Agreement: (i) no DDI Shareholder shall have any liability to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only an Indemnified Person under this Agreement except to the extent permitted by law. (b) Notwithstanding of such DDI Shareholder's Escrow Shares and any other assets deposited under the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Escrow Agreement and (ii) the obligation of the Company to make an Expense Advance pursuant to remedies set forth in this Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party 10.2 shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States exclusive remedies of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, ISI and the Company hereby consents to service of process and to appear in other Indemnified Persons hereunder against any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDDI Shareholder.

Agreement to Indemnify. (a) In Subject to all the event applicable provisions of this Article 11, the Sellers covenant and agree that they will indemnify each Buyer Indemnitee wasagainst, is or becomes and hold each Buyer Indemnitee harmless from and in respect of, any and all Losses incurred by any Buyer Indemnitee (i) as a party result of, relating to or witness arising from any inaccuracy or other participant inmisrepresentation in or breach of any representation, warranty, covenant or is threatened agreement made by the Sellers in this Agreement or (ii) as a result of any Third Party Claim relating to or arising out of (A) the Seller Assumed Obligations, (B) the prior ownership of any of the Excluded Entities or the Transferred Stock by any of the Delta Companies or (C) the ownership or operation of the business of 404385 Alberta Ltd. ("404385") or Catalytic Maintenance Limited ("CML") prior to the Closing, the liquidation of 404385 into Delta Catalytic Industrial Services Ltd. ("DCIS") in or around 1989 and the dissolution of 404385 and CML after the Closing (including all liabilities of DCIS and 404385 under the Income Tax Act (Canada)), in excess of amounts with respect to such companies reserved on the Delta Companies Pro Forma Balance Sheet. (b) Any indemnification or reimbursement payments to be made a party to or witness or other participant in, a Proceeding the Buyer Indemnitees by reason the Sellers pursuant to Section 11.1(a)(i) shall be paid by the Sellers as follows: (i) ▇▇▇▇▇▇ (Canada) shall pay for 50.0000042%; and (ii) Delta (Holland) shall pay for 49.9999958%. (c) Subject to all the applicable provisions of (or arising in part out of) an Indemnifiable Eventthis Article 11, the Company shall Buyer covenants and agrees that it will indemnify each Seller Indemnitee to the fullest extent permitted by lawagainst, as soon as practicable but and hold each Seller Indemnitee harmless from and in any event no later than thirty (30) days after written demand is presented to the Companyrespect of, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Losses incurred by any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of the actual of, relating to or deemed receipt arising from any inaccuracy or misrepresentation in or breach of any payments under representation, warranty, covenant or agreement made by the Buyer in this Agreement. (d) Subject to all the applicable provisions of this Article 11, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Parent and ▇▇▇▇▇▇▇▇▇ covenant and agree that they, jointly and severally, will indemnify each Buyer Indemnitee against, and hold each Buyer Indemnitee harmless from and in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such requestrespect of, any and all Expenses Losses incurred by any Buyer Indemnitee as a result of, relating to or arising from any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by Parent or ▇▇▇▇▇▇▇▇▇ in this Agreement. (e) Subject to all the applicable provisions of this Article 11, Jacobs covenants and agrees that it will indemnify each Seller Indemnitee against, and hold each Seller Indemnitee harmless from and in respect of, any and all Losses incurred by any Seller Indemnitee as a result of, relating to or arising from any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by ▇▇▇▇▇▇ in this Agreement. (an f) The indemnification provided for in Section 11.1 shall not apply unless and until the aggregate Losses for which one or more Buyer Indemnitees or Seller Indemnitees, as the case may be, seeks or has sought indemnification hereunder exceeds a cumulative aggregate (without duplication) of One Million Dollars ($1,000,000) (the "Expense AdvanceFloor"), in which event the Indemnifying Party shall be liable to the Buyer Indemnitees or the Seller Indemnitees, as the case may be, for the amount of the Losses that exceeds the Floor; provided, however, in no event shall the aggregate liability of (i) Parent, ▇▇▇▇▇▇▇▇▇ and the Sellers, on the one hand and (ii) the Buyer and Jacobs, on the other hand, for Losses under this Section 11.1 exceed Twenty Million Dollars ($20,000,000) (the "Cap"); provided, however, that such Expenses the Floor and the Cap shall not be advanced only upon delivery applicable to the Company of an undertaking indemnification sought by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawBuyer Indemnitees under Section 11.1(a)(ii). (bg) Notwithstanding the foregoingany other provision of this Agreement, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing no Indemnified Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed any consequential damages (including any loss of earnings or profits) to the extent such damages are indirect, speculative, contingent or future (including, without limitation, damages that arise out of, relate to or result from any (i) loss of earnings or profits from collateral or ancillary transactions, (ii) loss of use of any asset, (iii) loss of business or reputation, (iv) loss of business opportunity, (v) loss of management or employee productivity, (vi) wage or salary increase or other inflationary cost of labor, (vii) increase in the cost of funding or (viii) corporate overhead) or to any exemplary, punitive, special or treble damages (collectively, the "Excluded Losses") suffered by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidan Indemnified Party; provided, however, that an Indemnified Party shall be entitled to recover Excluded Losses if Indemnitee has commenced legal proceedings and to the extent the Excluded Losses (i) were incurred by a third party and are the subject of a Third Party Claim asserted by that third party after the Closing Date and (ii) are otherwise recoverable as Losses pursuant to this Article 11, provided that such recovery shall be limited (A) to the extent those Excluded Losses exceed the associated reserves, if any, reflected on the Delta Companies Pro Forma Balance Sheet and (B) as otherwise provided in a court this Article 11. Subject to the exception set forth herein, each of competent jurisdiction the Buyer and Jacobs hereby releases each of Parent, ▇▇▇▇▇▇▇▇▇ and each of the Sellers, and each of Parent, ▇▇▇▇▇▇▇▇▇ and each of the Sellers hereby releases each of the Buyer and Jacobs, in each case to secure a determination that Indemnitee should be indemnified under applicable lawthe fullest extent permitted by Applicable Law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company from liability for any Expense Advance until a final judicial determination is made with respect thereto Excluded Losses. (h) The amount of any Losses as to which all rights indemnification is provided under this Agreement to the Buyer Indemnitees shall be reduced by: (i) the amount recovered or recoverable by any of appeal therefrom them under any applicable insurance coverage: (A) maintained at the time of the Closing by any of the Delta Companies (the "Delta Coverages") and thereafter continued (including being continued through policy extensions or renewals or through the purchase of new or replacement policies by any of the Delta Companies or any of their affiliates); provided, however, that the amount of any reduction pursuant to this clause (i)(A) shall not exceed the applicable coverage limits in effect as of the Closing Date; or (B) purchased by the Delta Companies, Jacobs or its Affiliates as extended reporting period policies covering pre-Closing errors and omissions of the Delta Companies (net of deductibles and incidental expenses resulting therefrom); (ii) the amount, if any, actually recovered by any of them under any applicable insurance coverage maintained at the time of the Closing on behalf of the Delta Companies by ▇▇▇▇▇▇▇▇▇ or any of its Affiliates (the "▇▇▇▇▇▇▇▇▇ Coverages"); and (iii) the amount (but without duplicating amounts under clause (i)), that in the event any of the Delta Coverages are not continued or are modified to reduce their scope after the Closing, that would have been exhausted recoverable by any of them under such Delta Coverages, had such discontinuation or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has modification not been a Change in Control, the Reviewing Party shall be selected by the Board occurred (net of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately deductibles existing prior to such Change discontinuation or modification), unless any such coverage was discontinued or modified because either (A) the Buyer was not able through commercially reasonable efforts to continue or to not modify such coverage or (B) such coverage was not commercially available to Buyer without material increase in Controlthe policy premiums applicable to the Delta Coverages as a whole; provided, however, that the Reviewing Party foregoing provisions of clauses (i) and (iii) shall not apply to any insurance proceeds that would have been recoverable under the Delta Coverages as a result of any claim made, or incident occurring, prior to the Closing and as to which the Delta Companies have failed to file a claim properly under such insurance policy or otherwise have failed to comply with the policy terms and conditions prior to the Closing, if, as a result of that failure, those proceeds are not recoverable. (i) The right to indemnification under this Article 11 will not be the specialaffected by any investigation conducted, independent counsel referred to in Section 3 hereof. If there has been no determination or any knowledge acquired (or capable of being acquired), by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper party seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnification.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Article VIII, each Seller shall, jointly and severally, indemnify and hold harmless the Purchaser and its directors, officers, agents, representatives, shareholders and employees and each Person, if any, who controls or may control the Purchaser within the meaning of the Securities Act (each of the foregoing being referred to individually as soon an “Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expenseslosses, judgmentsLiabilities, finesdamages, penalties costs and amounts paid in settlement (expenses, including all interestcosts of investigation and defense and reasonable fees and expenses of lawyers, assessments experts and other charges paid professionals (collectively, “Indemnifiable Damages”) directly or payable in connection with indirectly, whether or in respect of such Expensesnot due to any third-party claim, judgmentsarising out of, fines, penalties resulting from or amounts paid in settlementrelating to (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made by any Seller in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the contrary Seller Disclosure Letter) to be true and correct as of the date of this Agreement and as of the Closing Date (except in the case of representations and warranties which by their terms speak only as provided of a specific date or dates, which representations and warranties shall be true and correct as of such date), (b) any failure of any certification, representation or warranty made by AMI, on behalf of itself and/or Grass, in Section 5, Indemnitee shall not be entitled any certificate delivered to indemnification the Purchaser pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to the Purchaser, (c) any breach of or default in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless covenants or agreements made by any Seller in this Agreement or the Company has joined in Seller Disclosure Letter (including any exhibit or consented schedule to the initiation of such Proceeding. If so requested by IndemniteeSeller Disclosure Letter), the Company shall advance, within ten (10d) business days of such request, any and all Expenses to Indemnitee Employee Liabilities, (an "Expense Advance"); providede) any Taxes of any Seller and any sales, however, that such Expenses shall be advanced only upon delivery use or other Taxes imposed on the sale of the Acquired Assets to the Company of an undertaking by Purchaser hereunder, (f) any noncompliance with any bulk sales, bulk transfer or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only similar laws applicable to the extent permitted by law. (b) Notwithstanding the foregoingtransactions contemplated hereby, (ig) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawExcluded Liabilities, and (iih) any amount by which the Business Net Working Capital is lower than the lower of (A) $2,000,000 or (B) the obligation amount of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court Business Net Working Capital reflected in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeBusiness Net Working Capital Certificate.

Agreement to Indemnify. Subject to the other provisions of this Section 8.1, Parent and the Company (a) In the event Indemnitee was, is individually or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall "Indemnifying Party") hereby agree jointly and severally to defend, indemnify Indemnitee to and hold harmless Buyer and the fullest extent permitted by lawSubsidiaries (individually or collectively, as soon as practicable but the "Indemnified Party") from and against and in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all ExpensesLosses incurred by the Indemnified Party which may be imposed on, judgmentssustained, finesincurred or suffered by or assessed against the Indemnified Party, penalties and amounts paid in settlement (including all interestdirectly or indirectly, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of or relating to or to the actual or deemed receipt of any payments under this Agreement, including the creation extent arising out of the Trust pursuant to following: (i) any breach of the representations or warranties of Parent or the Company contained in Sections 3.2(b),(c) and (d) and Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 53.5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company such breach determined as if any such representations or any director or officer warranties were given as of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing Date; provided, however, that the ability of Buyer to recover hereunder in respect of a breach of Sections 3.2(b),(c) or (d)hereof shall not be deemed qualified by any references to materiality contained in such Expenses representation and any breach thereof shall be advanced only upon delivery determined without regard to whether such breach constitutes a Material Adverse Effect; provided, further, however, that with respect to the Company of an undertaking by or on behalf of the Indemnitee to repay representations and warranties contained in Section 3.5, such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party indemnification shall not have determined (in a written opinion, in cover any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and Losses to the extent that such Losses are a result of any actions taken by Buyer or reflect changes implemented to reflect accounting policies or practices of Buyer; (ii) any breach of the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, representations or warranties of Parent or the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; contained in Section 3.7(b), provided, however, that if Indemnitee has commenced legal proceedings (x) the ability of Buyer to recover hereunder in respect of a court breach of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding representation and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances warranty included in Section 3.7(b)(i) shall be unsecured determined without regard to whether the related liabilities or obligations have resulted in or are reasonably likely to have a Material Adverse Effect and no interest (y) solely for purposes of the indemnification provided by this clause (b)(ii), a breach of the representations and warranties included in Section 3.7(b)(ii) shall be charged thereondetermined as if the reference in Section 3.7(b)(ii) to $325 million was $100 million, and the Indemnified Party shall be indemnified, subject to the other provisions of this Section 8.1, including subsection (c) hereof, only to the extent permitted by law. If there has not been a Change of Losses in Controlexcess of $100 million (all numbers referenced in this clause(ii) to be determined before giving effect to any related reduction in any Indemnified Party's Taxes); provided, the Reviewing Party further however, that no indemnification shall be selected provided hereunder with respect to any Losses to the extent that such Losses are a result of any actions taken by Buyer or reflect changes implemented to reflect accounting policies or practices of Buyer; and (iii) with respect to any defined benefit plan of an ERISA Affiliate of Parent, (x) any accumulated funding deficiency within the Board meaning of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority Section 412 of the Company's Board Code or Section 302 of Directors who were directors immediately prior ERISA and (y) any withdrawal liability relating to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteea multi-employer pension plan.

Agreement to Indemnify. (a) In Subject to the event limitations provided herein ATC, Buyer and their Affiliates (collectively, the "Buyer Indemnitees") shall each be indemnified and held harmless on a joint and several basis by Stockholders and Sellers in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee was(i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, is warranty, covenant, agreement or becomes a party to obligation of any Stockholder or witness or other participant inSeller in this Agreement, or is threatened to be made a party to or witness or other participant in(ii) in connection with any Excluded Liabilities. The aggregate Liability of Stockholder and Seller under Section 9.01(a)(i) shall not exceed $40,000,000, a Proceeding by reason except in the case of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Damages due to the fullest extent permitted by law, as soon as practicable but in fraud or willful misconduct of any event no later than thirty Stockholder or Seller. (30b) days after written demand is presented Subject to the Companylimitations provided herein, against Stockholders, Sellers and their Affiliates (collectively the "Seller Indemnitees") shall each be indemnified and held harmless by ATC and Buyer in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect proximately incurred by any of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under representation, warranty, covenant, agreement or obligation of ATC or Buyer in this Agreement, including (ii) Assumed Liabilities or (iii) the creation conduct of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to Business after the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing Date. (bc) Notwithstanding the foregoing, (i) the obligations of the Company Buyer Indemnitees may not seek indemnification under Section 2(a9.01(a) shall be subject to unless and until the condition claims in the aggregate exceed $50,000, provided that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof if such threshold is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawexceeded, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) Buyer Indemnitees may seek indemnification hereunder for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law claims. The foregoing limitation shall not be binding and Indemnitee shall not be required apply to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as Damages relating to which all rights of appeal therefrom have been exhausted Excluded Liabilities or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Damages due to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board fraud or willful misconduct of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party any Stockholder or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSeller.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasIndemnifying Securityholders shall severally indemnify and agree to defend and hold harmless (as may be limited for each Securityholder as set forth herein) Parent, is or becomes a party to or witness or other participant inthe Surviving Corporation and the Ultimate Surviving Corporation (and their respective Affiliates, or is threatened to be made a party to or witness or other participant inofficers, directors, employees, representatives and agents) (“Parent Indemnified Persons” and, singularly, a Proceeding “Parent Indemnified Person”) against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable EventParent Indemnified Taxes; (ii) any amount Parent is entitled to claim as Damages calculated in accordance with Section 2.14(c); (iii) any claim by a Securityholder or former securityholder of Company, or any other person or entity, against Company or any of its Affiliates, officers, directors, employees or agents, based upon any rights of a securityholder (other than the Company shall indemnify Indemnitee right of the Securityholders to receive Merger Consideration pursuant to this Agreement), including appraisal rights (to the fullest extent permitted greater in amount than the consideration payable under this agreement to any such person) under the applicable provisions of the DGCL, any option, preemptive rights or rights to notice or to vote; (iv) any expenses incurred by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid Colorado Company or payable Delaware Company in connection with this Agreement and the transactions contemplated hereby which are not paid by Colorado Company or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding Delaware Company prior to the Closing and any federal, state, local or foreign taxes imposed which are not reflected on the Indemnitee as Closing Date Statement; or (v) a result breach of the actual a representation, warranty or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything covenant contained in this Agreement to made by Colorado Company or Delaware Company; provided, that, the contrary and except as provided in Section 5, Indemnitee shall Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 9.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $220,000 (the “Parent Indemnification Basket”), in or consented which case the Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii) and (iv) above or any claim for indemnification under item (vi) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 3.01, Section 3.02, Section 3.06, Section 3.08, Section 3.09, Section 3.11, Section 3.13, Section 3.17 or Section 3.25. (b) Notwithstanding Parent shall indemnify, defend and hold harmless the foregoingIndemnifying Securityholders and their respective affiliates, representatives and agents (ithe “Securityholder Indemnitees”) the obligations against and in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any and all Damages by reason of or otherwise arising out of a breach by Parent or Merger Sub of any representation, warranty or covenant contained in a written opinionthis Agreement; provided, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Securityholder Indemnitees will not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 9.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonSecurityholder Indemnitees exceeds $220,000, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by case the court or challenging any Securityholder Indemnitees will be entitled to indemnification for the full amount of such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes subject to, a party to or witness or other participant in, in or is threatened to be made subject to, a party to or witness or other participant in, a in any Proceeding by reason of (or of, arising in part out of) , relating to or resulting from, in whole or in part, an Indemnifiable Event, the Company shall indemnify Indemnitee or shall cause Indemnitee to be indemnified from and against any and all Expenses and Other Liabilities incurred by or on behalf of Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent permitted by the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the DGCL permitted prior to the adoption of such amendment), provided that such indemnification is subject to the exclusions set forth in Section 9 below, and further provided that no change in applicable law after the date hereof shall have the effect of reducing the benefits available to Indemnitee hereunder based on applicable law as in effect on the date hereof or as such benefits may be expanded or otherwise improved as a result of any other changes to applicable law that become effective after the date hereof but prior to such change. The parties hereto intend that, subject to Section 9 below, this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders or disinterested directors or applicable law, . Payments of Expenses and Other Liabilities shall be made as soon as practicable following a determination pursuant to Section 8, but in any event no later than thirty (30) 30 days after a written demand for indemnification is presented delivered to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement Company (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result which written demand shall include Indemnitee’s selection of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust Reviewing Party pursuant to Section 4 hereof. Notwithstanding anything in this Agreement 8(c)), unless and to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification extent a determination is made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined Section 8 that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make indemnification hereunder for such advances only to the extent permitted by lawamounts. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Each Company Stockholder and Nonaccredited Holder shall severally (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee based on each such holder’s Escrow Pro Rata Share with respect to the fullest extent permitted by lawEscrow Amount and such holder’s Pro Rata Share in all other instances), and not jointly, indemnify and hold harmless Parent and its officers, directors, agents, representatives, shareholders and employees, and each Person, if any, who controls or may control Parent within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as soon an “Parent Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Parent Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expenseslosses, judgmentscosts, finesdamages, penalties Liabilities and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid experts’ fees, costs of investigation and court costs) but net of any recoveries under existing insurance policies or payable indemnities from third parties (hereinafter collectively referred to as “Damages”), directly or indirectly arising out of, resulting from or in connection with with: (a) any failure of any representation or warranty made by the Company in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementthis Agreement (as modified by the Company Disclosure Schedule) of such Proceeding to be true and any federal, state, local or foreign taxes imposed on the Indemnitee correct as a result of the actual date of this Agreement and as of the Closing Date (as though such representation or deemed receipt warranty were made as of any payments under the Closing Date rather than the date of this Agreement, including except in the creation case of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary any individual representation and except warranty which by its terms speaks only as provided in Section 5of a specific date or dates, Indemnitee which shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation true and correct as of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"specific date or dates); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.; (b) Notwithstanding the foregoingany failure of any certification, (i) the obligations of representation or warranty made by the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a7.2 to be true and correct as of the date such certificate is delivered to Parent; (c) shall be subject any breach of any of the covenants or agreements made by the Company in this Agreement; or (d) any payments paid with respect to the condition that, if, when and Dissenting Shares to the extent that such payments, in the Reviewing Party determines aggregate, exceed the value of the amounts that Indemnitee otherwise would not be permitted have been payable pursuant to Article II upon the exchange of Dissenting Shares. In determining the amount of any Damages in respect of the failure of any representation or warranty to be so indemnified under applicable lawtrue and correct, the Company any materiality standard or qualification (including a Material Adverse Effect qualification) contained in such representation or warranty shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedisregarded.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, . Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or ▇▇▇ ▇▇▇▇▇▇▇ Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys’ and other professionals’ fees and other out- of-pocket expenses), judgments, appeal bonds, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (“Proceeding”) In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations fact that the Indemnitee is or was a director, officer, employee or agent at any time or is or was at any time serving at the request of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in Corporation as a written opiniondirector, in any case in which the specialofficer, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawemployee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the obligation Indemnitee in such capacity, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) reasonably believed to be in or not opposed to the best interests of the Company Corporation and (y) with respect to make an Expense Advance pursuant any criminal action or proceeding, had reasonable cause to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidbelieve was lawful; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that jurisdiction, after exhaustion of all appeals there from, adjudges the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required liable to reimburse the Company Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party amount or if the Reviewing Party determines that Indemnitee substantively would not be permitted pays an amount in settlement to be the Corporation, the Corporation may indemnify the Indemnitee for such amount only with the approval of such court. The expenses indemnified hereunder shall include any out of pocket expenses incurred by Indemnitee in whole connection with any action, suit or in part under applicable law, Indemnitee shall have proceeding to enforce the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnification under this Agreement.

Agreement to Indemnify. (ai) RSVP and RAP, jointly and severally (each, an "Indemnifying Party" and, collectively, the "Indemnifying Parties"), agree to indemnify and hold harmless Asset Manager and its affiliates, successors and assigns, and all of their respective officers, directors, partners, shareholders, employees (including "contract" employees), members, partners and managers ("Asset Manager Indemnitees"), against any and all Damages (as defined in the Amended LLC Agreement) suffered or incurred by any of them resulting from, arising out of, based on or relating to (i) any breach of any representation or warranty made by the Companies in this Agreement; or (ii) any failure to perform any covenant, agreement or undertaking on the part of the Companies contained in this Agreement; or (iii) any third party claims asserted against any Asset Manager Indemnitee which result from or are based upon Asset Manager's performance (or lack of performance) under this Agreement during the term of this Agreement, unless in the case of clauses (ii) (solely to the extent directly caused by Asset Manager) and (iii) related claims, the Damages are caused directly by an act or omission of Asset Manager constituting gross negligence, fraud or intentional misconduct of Asset Manager, in which event neither Asset Manager nor any other Asset Manager Indemnitee will be indemnified for such Damages under this Agreement. The right of indemnification pursuant to this Section 8(o) in connection with a third-party action shall include the right to be paid, in advance or within 15 business days of presentation of reasonable supporting documentation, to the Companies for the reasonable expenses incurred by an Asset Manager Indemnitee who was, is, or is threatened in writing to be made a named defendant or respondent in any third-party action, suit, arbitration, administrative hearing or other proceeding provided that such Asset Manager Indemnitee shall have given a written undertaking to reimburse the Companies in the event it is subsequently determined by a court of competent jurisdiction from which no further appeal may be taken or as to which the time for appeal has lapsed, that he, she or it is not entitled to such indemnification. (ii) In order for an Asset Manager Indemnitee to be entitled to indemnification pursuant to this Agreement, the Asset Manager Indemnitee shall notify the Indemnifying Parties in writing of any claim to which it is entitled to indemnification within thirty (30) days of the date such party receives written notice or otherwise becomes aware of the claim, describing in reasonable detail such claim; provided, however, that the failure of an Asset Manager Indemnitee to so notify the Indemnifying Parties of the claim shall not relieve the Indemnifying Parties of their obligations under this Agreement except to the extent the Indemnifying Parties shall have been actually prejudiced as a result of such failure; and provided further, that the Indemnifying Parties shall not be liable for any expenses incurred during the period in which the Asset Manager Indemnitee failed to give such notice. The Asset Manager Indemnitee shall deliver to the Indemnifying Parties copies of all notices and documents (including court papers) received by the Asset Manager Indemnitee relating the claim along with the notice referred to above. If the Indemnifying Parties do not object in writing to the availability of the indemnity under this Agreement within thirty (30) days after receiving such notice, then the claim set forth in the notice by such party shall be considered a valid claim under this Agreement (a "Valid Claim"), and such Valid Claim shall be payable in accordance with this Agreement. In the event Indemnitee the Indemnifying Party objects to the availability of the indemnity under this Agreement, then the Indemnified Party shall be entitled to be paid for the reasonable expenses incurred by the Indemnified Party in defense of such claim in the manner and to the extent provided in the immediately following sentence. The right of indemnification under this Agreement shall include the right to be paid by the Indemnifying Party, in advance or within 15 Business Days (as defined in the Amended LLC Agreement) of presentation of reasonable supporting documentation, for the reasonable expenses incurred by the Indemnified Party, who was, is or becomes a party to or witness or other participant inis, or is threatened to be made a party to named defendant or witness respondent in an action, suit, arbitration, administrative hearing or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as proceeding provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Indemnified Party shall not have determined (in given a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees undertaking to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings Indemnifying Party in the event it is subsequently determined by a court of competent jurisdiction from which no further appeal may be taken or as to secure which the time for appeal has lapsed, that he, she or it is not entitled to such indemnification. (iii) If any Valid Claim arises out of or involves a determination that Indemnitee should be indemnified under applicable law, any determination claim or demand made by any person that is not a party to this Agreement or an Asset Manager Indemnitee seeking indemnification (a "Third Party Claim"), then the Reviewing Indemnifying Parties shall be entitled to participate in, and direct and/or assume the defense of such action on behalf of the Asset Manager Indemnitee, with counsel selected by the Indemnifying Parties; provided, that such counsel is not reasonably objected to by the Asset Manager Indemnitee. Should the Indemnifying Parties so elect to assume the defense of a Third Party that Indemnitee would not be permitted to be indemnified under applicable law Claim, the Indemnifying Parties shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, liable to the extent permitted Asset Manager Indemnitee for legal expenses subsequently incurred by lawthe Asset Manager Indemnitee in connection with the defense thereof. If there has not been a Change in Controlany of the Indemnifying Parties assumes such defense, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Asset Manager Indemnitee shall have the right to commence litigation in any court participate in the States of California or Delaware having subject matter jurisdiction defense thereof and in which venue is proper seeking an initial determination to employ counsel, at its own expense, separate from the counsel employed by the court or challenging any Indemnifying Parties, it being understood that the Indemnifying Parties shall control such determination defense. Notwithstanding the foregoing, the Indemnifying Parties shall be liable for the fees and expenses of counsel employed by the Reviewing Asset Manager Indemnitee for any period during which any of the Indemnifying Parties have failed to assume the defense thereof (other than during the period prior to the time the Asset Manager Indemnitee shall have given notice of the Third Party Claim as provided above) or if a conflict of interest would exist if one counsel represented both the Indemnifying Parties and the Asset Manager Indemnitee, in connection with such Third Party Claim, then the Asset Manager Indemnitee may employ separate counsel at the expense of the Indemnifying Parties provided that such counsel is not reasonably objected to by the Indemnifying Parties; provided, however, it being understood that the Indemnifying Party shall not object to the use of Paul, Hastings, Janofsky & Walker LLP, unless Paul, Hastings, Janofsky & Walker LLP ▇▇▇ ▇ ▇▇nfl▇▇▇-▇▇-interest. (▇▇) ▇f t▇▇ ▇▇▇emnifying Parties so elect to assume the defense of any aspect Third Party Claim, each Asset Manager Indemnitee shall cooperate with the Indemnifying Parties in the defense or prosecution thereof. Such cooperation shall include the retention and (upon any Indemnifying Parties request) the provision to any of the Indemnifying Parties of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Company hereby consents Indemnifying Parties shall have assumed the defense of a Third Party Claim, no Asset Manager Indemnitee shall admit any liability or make any other admission or stipulation with respect to, or settle, compromise or discharge, such Third Party Claim without each Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnifying Parties shall have assumed the defense of a Third Party Claim, each Asset Manager Indemnitee shall agree to service any settlement, compromise or discharge of process a Third Party Claim which the Indemnifying Parties may recommend and to appear which by its terms fully releases the Asset Manager Indemnitee (without cost or obligation) in any connection with such proceeding. Any determination by the Reviewing Third Party otherwise shall be conclusive and binding on the Company and IndemniteeClaim.

Agreement to Indemnify. Each Company Securityholder (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall indemnify Indemnitee to “Indemnifying Parties”), severally and not jointly, will as of and after the fullest extent permitted by lawClosing, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to indemnify, save, defend, and hold harmless each of the Company, Indemnified Parties from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Damages incurred in connection with, arising out of, resulting from, or incident to, in each case with respect to itself and, unless otherwise specifically specified below, limited to such Company Securityholder’s Pro Rata Percentage of the Indemnity Escrow Amount: (i) any inaccuracies in or breach of any representations made by the Company or such Company Securityholder in this Agreement; (ii) any breach of any covenant or agreement made by the Company or such Company Securityholder in or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under accordance with this Agreement, including ; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement Company or such Company Securityholder (or any Person acting on their behalf) in connection with any Proceeding initiated of the Transactions; (iv) any breach of any covenant or agreement made by Indemnitee against any Indemnifying Party in any Ancillary Agreement delivered by such Indemnifying Party; (v) any Indebtedness of the Company or any director or officer Company Transaction Expenses that are unpaid as of the Closing and not taken into account in the final calculation of Closing Indebtedness or Closing Transaction Expenses; (vi) any claim or allegation that any Company unless Securityholder or any other Person is entitled to any amount in connection with the Transactions (other than, with respect to any Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeSecurityholder, the consideration allocable to such Company shall advanceSecurityholder in accordance with Article I, within ten as set forth in the Closing Consideration Schedule); (10vii) business days of such requestany Pre-Closing Tax, any and all Expenses to Indemnitee except (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only i) to the extent permitted by law. (b) Notwithstanding such Taxes are included in the foregoingClosing Statement or are expressly taken into account in Indebtedness, (i) Closing Transaction Expenses or the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Adjustment Amount and (ii) any Excluded Tax Liability. (viii) the obligation matters set forth on Section ‎8.2 of the Company Disclosure Schedule. For purposes of clarifying the meaning of “several” indemnification by each Indemnifying Party under this Section ‎8.2(a): (x) any portion of the Indemnity Escrow Amount that is recovered by Parent, the Purchaser or any Indemnified Party in accordance with this Article VIII will be deemed to make an Expense Advance pursuant have been “severally” recovered from the Indemnifying Parties in accordance with the terms of this Agreement; (y) with respect to claims for indemnification under this Section 2(a‎8.2(a) shall that are not recovered from the Indemnity Escrow Amount (which, for the avoidance of doubt, will be the secondary means of recourse and will only be available in the event in which the R&W Insurance Policy has been depleted and paid out in full to the Parent or Purchaser or otherwise does not cover the indemnifiable event, as set forth in Section ‎8.2(f)(A)), (1) if any indemnification payment is owed, each Indemnifying Party’s indemnification obligation in accordance with this Article VIII will be equal to such Indemnifying Party’s Pro Rata Percentage of the applicable Damages subject to the limitations set forth in Section ‎8.2(f) below, with respect to which the indemnification payment is made and (2) such claim for indemnification will be subject to Section ‎11.17; and (z) in the condition thatcase of a claim for indemnification against one or more (but not all) Indemnifying Parties (any such claims, if“Indemnifying Party Specific Claims”), when and the Indemnified Party will have the right, subject to the extent applicable limitations set forth herein, including in Section ‎8.2(f) below, to (1) offset the applicable Damages from the portion of the Indemnity Escrow Amount that would otherwise be allocable to the Reviewing Indemnifying Party determines responsible for the breach that Indemnitee would not gave rise to such claim for indemnification (each, a “Responsible Indemnifying Party”), in which case each Responsible Indemnifying Party will be permitted obligated to be so indemnified under applicable lawpromptly pay to Purchaser the amount of Damages arising from the breach that are allocable to such Responsible Indemnifying Party to replenish such portion of the Indemnity Escrow Amount, and (2) pursue the Company shall be entitled to be reimbursed by Indemnitee indemnification claim directly against each Responsible Indemnifying Party responsible for such breach in accordance with the terms of this Agreement (who hereby agrees to reimburse the Company) for all and each such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Responsible Indemnifying Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not will be required to reimburse indemnify the Company Indemnified Parties for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company Damages arising from such claim for Expense Advances shall be unsecured and no interest shall be charged thereon, indemnification subject to the extent permitted by law. If there has not been a Change in Controlapplicable limitations set forth herein, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to including in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee‎8.2(f) below).