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. 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. 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 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. 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. (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. 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. 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. 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. (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. (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. (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. 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 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. (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. (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 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 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. (a) In Neither the event Agent nor the Purchaser assumes any obligation or liability to the lessee under any Lease and no assignment of any Purchased Assets shall impose any such obligation or liability on either the Agent or the Purchaser. The Seller shall have the obligation, at its expense, to provide and to have sole control of the defense of any claim brought by a third party against any of the Agent, the Purchaser, the Collection Agent, their respective successors and assigns, their respective officers, directors and employees of any of the foregoing (individually, an "Indemnitee"); provided, that if there is a conflict of interest between the Seller and such Indemnitee waswith respect to such claim, is or becomes a party such Indemnitee may conduct its own defense and in such case, the Seller shall pay the reasonable out-of-pocket expenses and attorneys' fees of counsel of the Indemnitee (such obligation of the Seller being limited to only one other counsel of the Indemnitee(s)) which (i) are related to or witness arise from the Purchased Assets and the related Equipment and (ii) arise or result from any act or omission by Seller resulting in: any violation of law, any alleged injury to persons or property, strict liability in tort, any violation or invasion of any patent, trade secret or copyright rights; any governmental fees, charges, taxes (including any sales tax) or penalties levied or imposed in respect to any Purchased Asset or any related Equipment (except as a result of the failure of the Collection Agent (if other participant inthan the Seller) to promptly remit to the Seller amounts remitted by Obligors of Purchased Lease Receivables to the Collection Agent (if other than the Seller) with respect to taxes in accordance with paragraph 8(b)), excluding, however, any claim arising out of the gross negligence, bad faith, or is threatened to be made a party to willful misconduct of any Indemnitee or witness or of the Collection Agent (if other participant inthan the Seller), a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventand Seller will pay any losses, 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, finesdamages, penalties or amounts paid in settlement) of forfeitures payable to a third party by such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of such claim or settlement thereof, excluding, however, any claim arising out of the actual gross negligence, bad faith, or deemed receipt willful misconduct of any payments Indemnitee or of the Collection Agent (if other than the Seller). The Agent and the Seller will each give the other notice of any event or condition that requires indemnification by the Seller hereunder, or any allegation that such event or condition exists, promptly upon obtaining knowledge thereof. Each Indemnitee agrees to fully cooperate with the Seller in the defense of such Indemnitee with respect to such event, condition or allegation at no expense to the Seller so long as such Indemnitee does not incur out-of-pocket expenses as a result of such cooperation. The Seller agrees to keep the applicable Indemnitee reasonably apprised of the progress of any defense provided by the Seller under this Agreement, including paragraph 8(a) and the creation of Seller agrees to pay all amounts due hereunder promptly on notice thereof from an Indemnitee (which notice shall state the Trust pursuant to Section 4 hereofbasis for the claim being asserted under this paragraph 8(a)) and in no event later than five (5) Business Days after such notice. Notwithstanding anything in this Agreement to the contrary and except as provided contained in Section 5this paragraph 8(a), Indemnitee the Seller shall not be entitled responsible to indemnification pursuant to this Agreement indemnify any Indemnitee for costs and expenses incurred by such Indemnitee in connection with any Proceeding initiated by legal action directly between the Seller and such Indemnitee against if the Company or any director or officer of the Company unless the Company has joined Seller prevails 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 lawaction. (b) Notwithstanding the foregoing, (i) the obligations All of the Company under Section 2(a) indemnities and agreements contained in this paragraph shall be subject survive and continue in full force and effect notwithstanding termination of this Agreement or of any Lease related 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 IndemniteePurchased Lease Receivable.

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 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 IX on a joint and several basis by lawSeller and LJB 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 Seller or LJB in this Agreement or (ii) in connection with any event no later than thirty Excluded Liability, including, without limitation, all liability relating to Seller's pension plan for hourly employees and all Environmental Liabilities. The aggregate liability of Seller and LJB collectively under this Section 9.01(a) shall not exceed the Indemnification Limit, except in the case of Damages due to Seller's or LJB's fraud or willful misconduct. (30b) days after written demand is presented Seller, LJB and their Affiliates (collectively the "Seller 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 RBC 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 Seller Indemnitee as a result of (i) any inaccuracy or misrepresentation in or breach of or failure to perform any representation, warranty, covenant, agreement or obligation of Buyer or RBC in this Agreement; (ii) the actual Assumed Liabilities; or deemed receipt (iii) Buyer's conduct of any payments under the Business after the Closing. (c) Notwithstanding Section 9.01(a), Seller and LJB shall not be liable as Indemnifying Parties until all claims by the Buyer Indemnitees for indemnification, other than claims referred to in the proviso to this sentence, exceed $25,000 in the aggregate, and thereafter Seller and LJB shall be liable, subject to the other limitations provided for elsewhere in this Agreement, including for all indemnification claims except the creation first $25,000 of claims arising after 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")Closing Date; provided, however, that such Expenses Seller and LJB 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 further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, Buyer Indemnitees arising out of (i) the obligations fraud or willful misconduct 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 Seller or LJB or (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 any Lien that the Reviewing Party determines that Indemnitee would does 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 constitute 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 IndemniteePermitted Lien.

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).

Agreement to Indemnify. (a) In Subject to the limitations provided herein, in the event Indemnitee wasthe Closing occurs, is or becomes a party to or witness or other participant inSeller shall indemnify and hold harmless Buyer and its Affiliates and their respective directors, or is threatened to be made a party to or witness or other participant inofficers, a Proceeding by reason of employees, successors and assigns (or arising in part out of) an Indemnifiable Eventcollectively, the Company “Buyer Indemnitees”) to the extent set forth in this ARTICLE IX in respect of any Losses incurred by Buyer Indemnitees as a result of any (i) breach, inaccuracy or misrepresentation in any representation or warranty of Seller Group made herein or in any Ancillary Agreement (other than the Transition Services Agreement and Transition License Agreement which are governed solely thereby), (ii) any breach of or failure to perform any covenant, agreement or obligation of Seller Group in this Agreement or any Ancillary Agreement (other than the Transition Services Agreement and Transition License Agreement which are governed solely thereby) or (iii) Excluded Liability. (b) Subject to the limitations provided herein, in the event the Closing occurs, Buyer shall indemnify Indemnitee and hold harmless Seller and its Affiliates and their respective directors, officers, employees, successors and assigns (collectively the “Seller Indemnitees” and, together with Buyer Indemnitees, the “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 this ARTICLE IX 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 Losses incurred by any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of any: (i) breach, inaccuracy or misrepresentation in any representation or warranty of Buyer or any other member of the actual Buyer Group thereof made herein or deemed receipt in any Ancillary Agreement (other than the Transition Services Agreement and Transition License Agreement which are governed solely thereby), (ii) breach of or failure to perform any covenant, agreement or obligation of Buyer or any other member of the Buyer Group thereof in this Agreement or any Ancillary Agreement (other than the Transition Services Agreement and Transition License Agreement which are governed solely thereby), (iii) Assumed Liability, or Buyer’s operation of the Business following the Closing (other than with respect to any Excluded Liabilities, Excluded Assets or other matters to which Buyer is entitled to indemnification hereunder) or (iv) Remaining Canadian Obligations. (c) Notwithstanding the foregoing paragraphs (a) and (b): (i) No member of Seller Group shall be liable under Section 9.1(a)(i) (other than with respect to any Fundamental Representation or with respect to fraud): (A) for any Losses in respect of any payments under claim (or group of related claims) subject to Section 9.1(a)(i) having an aggregate value of less than $50,000 (any such claim or group of related claims having an aggregate value equal to or more than $50,000 shall be referred to hereinafter as “Qualified Claims”) (and, for the avoidance of doubt, it being understood that all claims arising from the same or a similar circumstance (whether or not arising from a breach of any single representation or warranty) shall be deemed to be related), and (B) until all Losses in respect of all Qualified Claims exceed one and one-quarter percent (1.25%) of the Purchase Price in the aggregate (the “Minimum Amount”), and thereafter the Seller shall be liable, subject to the other limitations provided for elsewhere in this Agreement, including for Qualified Claims to the creation extent in excess of the Trust Minimum Amount; (ii) No member of Buyer Group shall be liable under Section 9.1(b)(i) (other than with respect to any Fundamental Representation or with respect to fraud): (A) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(b)(i) having an aggregate value of less than a Qualified Claim (and, for the avoidance of doubt, it being understood that all claims arising from the same or a similar circumstance (whether or not arising from a breach of any single representation or warranty) shall be deemed to be related), and (B) until all Losses in respect of all Qualified Claims exceed the Minimum Amount, and thereafter the Buyer shall be liable, subject to the other limitations provided for elsewhere in this Agreement, for Qualified Claims to the extent in excess of the Minimum Amount; (iii) The aggregate liability of Seller Group (other than with respect to any Fundamental Representation or with respect to fraud) for all Losses pursuant to Section 4 hereof. Notwithstanding anything in 9.1(a)(i) of 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 exceed ten percent (10.0%) of the Company unless Purchase Price (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"“Maximum Amount”); 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.; (biv) Notwithstanding the foregoing, The aggregate liability of Buyer Group (iother than with respect to any Fundamental Representation or with respect to fraud) 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 for all Losses pursuant to Section 2(a9.1(b)(i) of this Agreement shall not exceed the Maximum Amount; (v) The aggregate liability of Seller Group with respect to all Losses under this Agreement or any Ancillary Agreement (other than with respect to Excluded Liabilities) shall be subject not exceed the Purchase Price; (vi) The aggregate liability of Buyer with respect to all Losses under this Agreement or any Ancillary Agreement (other than with respect to Assumed Liabilities) shall not exceed the condition that, if, when and Purchase Price; and (vii) Seller Group shall have no liability to indemnify any Buyer Indemnitee for any Losses (A) for any liability that is reflected or reserved for in the extent that the Reviewing Party determines that Indemnitee would not be permitted Most Recent Financial Statements which is an Assumed Liability or (B) arising or resulting from any action taken or omitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed taken 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 Buyer 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 Indemniteeits Affiliates.

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 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 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. (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. 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 Subject to the event Indemnitee wasterms and conditions of Sections 5.10, is 5.11 and 5.12, Seller and Parent hereby agree to indemnify, defend and hold harmless Purchaser and any parent, subsidiary (including without limitation, the Subject Company from and after the Closing Date) or becomes a party Affiliate of any thereof and their respective officers and directors, agents and representatives and Persons claiming by and through any of them (the "PURCHASER GROUP"), for, from and against all demands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "DAMAGES"), directly or indirectly asserted against, resulting to, imposed upon or incurred by the Purchaser Group or any member thereof, at any time prior to or witness or other participant inthe Expiration Date, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of or resulting from (i) any breach 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 inaccuracy in any event no later representation or warranty of Seller contained in or made pursuant to this Agreement (other than thirty Tax Representations, which are addressed in Section 4.2(a)) or any other agreement or document executed in connection herewith, (30ii) days after written demand is presented any breach of or failure by Seller to the Companyperform any covenant of Seller contemplated in this Agreement) or any other agreement or document executed in connection herewith, against (iii) 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 Proceedings pending on the Indemnitee as a result Closing Date or (iv) the matters set forth in Section 2.8 of the actual or deemed receipt of any payments under this AgreementSeller Disclosure Schedule (collectively, including the creation of the Trust pursuant to Section 4 hereof"PURCHASER CLAIMS"). Notwithstanding anything in this Agreement subparagraph (a)(i) above or Section 4.2(a), and subject to the contrary and except as provided in Section 5Seller's performance of its covenants under subparagraph (c) below, Indemnitee Purchaser shall not be entitled to indemnification collect any payment from Seller or Parent hereunder on account of any Purchaser Claim based upon a breach or inaccuracy of a representation or warranty by Seller to the extent, and only to the extent, that (A) Seller or Parent reasonably demonstrates that Purchaser's designee to the board of Seller had actual knowledge of such breach or inaccuracy on or before the Closing Date or (B) Seller or Parent reasonably demonstrates that (w) the breach or inaccuracy in any representation or warranty of Seller contained in or made pursuant to this Agreement (including Tax Representations addressed in connection with any Proceeding initiated by Indemnitee against Section 4.2(a)) was based wholly upon events or circumstances occurring or existing on or before the Company date Seller first acquired the Subject Company, (x) Seller's Management Employees were unaware of such events or any director or officer circumstances as of the Company unless date Seller first acquired the Company has joined in or consented to the initiation Subject Company, and (y) Seller's Management Employees were unaware of such Proceeding. If so requested by Indemnitee, events or circumstances as of the Company shall advance, within ten date of this Agreement (10) business days of such request, any and all Expenses referred to Indemnitee (an herein as a "Expense AdvanceSELLER'S PASS-THROUGH CLAIM"); 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 foregoingterms and conditions of Sections 5.10, 5.11 and 5.12, Purchaser hereby agrees to indemnify, defend and hold harmless Seller and any parent, subsidiary or Affiliate of any thereof and their respective officers and directors, agents and representatives and Persons claiming by and through any of them (the "SELLER GROUP"), from and against all Damages, directly or indirectly asserted against, resulting to, imposed upon or incurred by the Seller Group or any member thereof, at any time before prior to the Expiration Date, by reason of or resulting from (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other agreement or document executed in connection herewith, (ii) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser contemplated in this Agreement, or (iii) the obligations conduct of the operations of the Subject Company from and after the Closing (collectively, "SELLER CLAIMS," and, together with Purchaser Claims, "CLAIMS"). (c) With respect to any Purchaser's Claim that Seller believes or asserts is a Seller's Pass-Through Claim, Seller shall promptly notify Purchaser of same and promptly deliver such notice or take such other actions in accordance with the applicable provisions of the agreement or agreements pursuant to which Seller acquired the Subject Company necessary or desirable preserve or protect any and all rights Seller may have against any Person from whom Seller might be reasonably entitled to recover on account of such claim. Purchaser shall, at its own expense, have the right to employ counsel of its own choosing to prosecute Seller's claim against such Persons and generally to control all aspects of such claim. Seller shall cooperate with all reasonable requests of Purchaser or its representatives in connection with efforts to collect on such claim, including, without limitation, making available to Purchaser and its representatives all records and other material reasonably requested by Purchaser which is under Section 2(a) the control of, or otherwise available to, Seller. Seller shall, at Seller's expense, upon reasonable request, make available to Purchaser and its representatives Seller's personnel possessing information pertinent to such claim. The proceeds, if any, of any recovery on account of such Seller's Pass-Through Claim shall be subject for the benefit of, and be paid over to, Purchaser. (d) Any indemnification hereunder shall be calculated after deduction of (i) any amounts actually paid to the condition that Indemnified Party or, if such Indemnified Party is Purchaser, to the Reviewing Subject Company or Purchaser, under any insurance policies in respect of the Damages, net of any costs incurred by the Indemnified Party shall not have determined (in to obtain such amount or as 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, result of receiving such amount; and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject any net tax benefit to the condition thatIndemnified Party, if, when and to or in the extent that event the Reviewing Indemnified Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawis the Subject Company, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Subject 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 actually realized 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 Indemniteeparty.

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. (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 law, as soon as practicable but limitations 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 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 Wolverine, on the creation of one hand, and Purchaser, on the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5other hand, 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(separately, the Company “Indemnifying Party”) shall advanceindemnify, within ten defend and hold the other (10and the other’s respective officers, directors, managers, employees, representatives, and agents) business days of (collectively, the “Indemnified Parties”) harmless from and against, and shall pay to such requestpersons and reimburse such persons for, any and all Expenses Damages arising, directly or indirectly, from or in connection with: (A) any breach of any representation and warranty of the Indemnifying Party contained in this Agreement or in any certificate delivered at or in connection with the Closing; or (B) any inaccuracy in any representation and warranty of an Indemnifying Party contained in this Agreement as of the Closing Date, giving any effect to Indemnitee any written information delivered to the Indemnified Party at or before the Closing; or (an "Expense Advance"C) any breach or alleged breach of any covenant or agreement of the Indemnifying Party (or with respect to Wolverine, by Wolverine or W/Investments) contained in this Agreement or in a certificate delivered at the Closing. (ii) The representations of Wolverine contained in Sections 4 and 5, on the one hand, and of Purchaser contained in Section 6, on the other hand, of this Agreement shall survive for a period of twelve (12) months following the Closing Date; provided however, that in the event Wolverine Shanghai does not deliver it audited financial statements for the fiscal year ending December 31, 2008 to ▇▇▇▇▇▇▇ on or before February 14, 2008 (the “2008 Financial Statement”), this Agreement shall survive until the thirtieth (30th) day immediately following the date on which the 2008 Financial Statement is delivered to ▇▇▇▇▇▇▇; providedand provided further, however, that such Expenses the representations and warranties concerning taxes contained in Section 5(k) shall survive until the expiration of the statute of limitations under Applicable Law. No representation or warranty shall be advanced only upon delivery deemed to the Company of an undertaking be waived or otherwise diminished unless waived or otherwise diminished by or on behalf express written consent. A party’s consummation of the Indemnitee transactions contemplated hereby after waiving any of the conditions to repay such amount if it is ultimately determined that Indemnitee is not entitled its obligation to be indemnified by close (including the Company; provided further, condition that the Company other party’s representations and warranties be true in all material respects) shall make such advances only limit or otherwise affect its rights to the extent permitted by lawrecover under this Agreement. (biii) Notwithstanding the foregoing, (i) any indemnification relating to any goods manufactured, sold, marketed, or distributed or services provided by Wolverine Shanghai, Wolverine or its other Affiliates, or Purchaser or its Affiliates before the obligations Closing shall not be governed by the terms and conditions of the Company under Section 2(a) this Agreement, but 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 those 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 IndemniteeVoting Rights Agreement.

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. (a) Seller (the “Seller Indemnitor”) shall indemnify, defend and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, representatives and agents (collectively, the “Buyer Indemnitees”) from, against and in respect of any and all Damages incurred by any Buyer Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by Seller in any Transaction Agreement or any Exhibit or Schedule thereto; (ii) any breach of any covenant or agreement made by Seller in any Transaction Agreement; (iii) any Excluded Liability; and (iv) all 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) Buyer (the “Buyer Indemnitor”) shall indemnify, defend and hold harmless Seller and its affiliates, and their respective officers, directors, employees, representatives and agents (collectively, the “Seller Indemnitees”) from, against and in respect of any and all Damages incurred by any Seller Indemnitee arising out of or as a result of (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer in any Transaction Agreement or any Exhibit or Schedule thereto; (ii) any breach of any covenant or agreement made by either Buyer in any Transaction Agreement; and (iii) all 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. (c) In the event that a Buyer Indemnitee wasor Seller Indemnitee (each an “Indemnitee”) notifies the Seller Indemnitors or Buyer Indemnitor (each an “Indemnitor”) of any claim for which indemnification is available pursuant to Section 9.02(a) or Section 9.02(b), 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 Eventas the case may be, the Company shall indemnify Indemnitee to the fullest extent permitted by lawIndemnitor shall, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented the date of such notice, pay to the CompanyIndemnitee the amount of Damages payable pursuant to Section 9.02(a) or Section 9.02(b), against as applicable, and shall thereafter pay any other damages payable pursuant to Section 9.02(a) or Section 9.02(b), as applicable, and all Expensesarising out of the same matter on demand unless the Indemnitor disputes in writing its liability for, judgmentsor the amount of, finesany such Damages within such 30-day period, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or which case such payment shall be made as provided above in respect of such Expenses, judgments, fines, penalties any matters or amounts paid in settlement) of such Proceeding not so disputed and any federal, state, local or foreign taxes imposed on the Indemnitee as a result Damages in respect 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 matters 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 disputed shall be advanced only upon delivery to paid within five (5) Business Days after any determination (by agreement of Buyer and the Company of an undertaking Seller or 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 in a final, non-appealable decision) that the Indemnitor is liable therefor pursuant to secure Section 9.02(a) or Section 9.02(b), as applicable. For avoidance of doubt, an Indemnitor’s dispute of liability shall not relieve it of any obligation that arises hereunder. (d) Notwithstanding Section 9.02(c), if a determination that Buyer Indemnitee should has a claim for which indemnification is available pursuant to Section 9.02(a), unless Seller, in its sole discretion, chooses to satisfy such claim in cash pursuant to Section 9.02(c), such indemnification claim may only be indemnified under applicable law, any determination made satisfied by the Reviewing Party that delivery of the Claim Shares from the Escrow Stock and, if such claim is a Special Claim, the Supplemental Escrow Stock (if necessary to satisfy such claim in full), and claims so satisfied shall be administered in accordance with the procedures set forth in Sections 4 and 5 of the Escrow Agreement. (e) Promptly after receipt by an Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and of notice of the assertion of a third-party claim against it, such Indemnitee shall give notice to the Indemnitor of the assertion of such third-party claim, provided that the failure to notify the Indemnitor will not be required relieve the Indemnitor of any liability that it may have to reimburse the Company any Indemnitee, except 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 fees and no interest shall be charged thereon, costs incurred before notification and to the extent permitted by law. If there has not been a Change in Control, thereafter that the Reviewing Party shall be selected Indemnitor is materially prejudiced by the Board of Directors, and if there has been Indemnitee failure to give 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 Indemniteenotice.

Agreement to Indemnify. (a) General Agreement Regarding Indemnification. In the event Indemnitee was, is or becomes a party to or witness or other participant inis, or is threatened to be made a party to or witness or other participant in, is otherwise involved in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against Indemnifiable Costs, to the fullest extent permitted by applicable law, as soon as practicable but the same exists or may hereafter be amended; provided, however, that the Company’s commitment set forth in any event no later than thirty (30) days after written demand is presented this Section to indemnify Indemnitee shall be subject to the Company, against any limitations and all Expenses, judgments, fines, penalties and amounts paid procedural requirements set forth 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 . (b) Partial Indemnification. If Indemnitee is entitled under any provision 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 for some or any director or officer a portion of Indemnifiable Costs, but not, however, for the total amount thereof, the Company unless shall nevertheless indemnify Indemnitee for the Company has joined in or consented portion thereof to the initiation of such Proceedingwhich Indemnitee is entitled. (c) Advancement Expenses. If so requested by Indemnitee, the Company shall advanceadvance to Indemnitee, within ten (10) business days of such requestto the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended or interpreted, any and all Expenses to incurred by Indemnitee (an "“Expense Advance")” or an “Advance”) in defending any Proceeding in advance of its final disposition within 30 calendar days after the receipt by the Company of a request from Indemnitee for an Advance, whether prior to or after final disposition of any Proceeding; 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 not advance any expenses to Indemnitee unless and until it shall have received a request and undertaking substantially in 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 form attached hereto as Exhibit A. Any request for an Expense Advance pursuant to Section 2(a) shall be subject to accompanied by an itemization, in reasonable detail, of 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) Expenses for all such amounts theretofore paidwhich advancement is sought; provided, however, that if Indemnitee need not submit to the Company any information that counsel for Indemnitee deems is privileged and exempt from compulsory disclosure in any proceeding. Subject to applicable law, Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section , 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.have

Agreement to Indemnify. (a) In Each Seller and the event Indemnitee wasStockholder hereby jointly and severally agree to indemnify, is defend and hold harmless Spectrum, Buyer and their respective Affiliates, and the directors, officers, employees and agents thereof (“Buyer Indemnitees”) from and against, and to reimburse Buyer Indemnitees, from, against and in respect of any and all Losses, asserted against or becomes a party to imposed upon or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding incurred by any of them: (i) 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 breach of any payments under this Agreement, including representation or warranty of a Seller or the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Stockholder contained in this Agreement to (including any Schedule or the contrary and except as provided Disclosure Schedules attached hereto); (ii) by reason of the material breach of any covenant or agreement by a Seller or the Stockholder in Section 5, Indemnitee shall not be entitled to indemnification or pursuant to this Agreement (including any required payment by a Seller and the Stockholder of the Net Working Capital Adjustment); (iii) arising from any Retained Liabilities; (iv) resulting from or arising out of the parties’ failure to comply with bulk sales laws notwithstanding any waiver by the parties of such compliance therewith pursuant to this Agreement; or (v) to the extent relating exclusively to any Environmental Claims or any environmental condition existing on or before the Closing Date, any failure or alleged failure to comply with any Environmental Laws on or before the Closing Date, or in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Sellers’ operation 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, Business at 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 Facilities before the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing Date. (b) Notwithstanding Each of Spectrum and Buyer hereby jointly and severally agree to indemnify, defend and hold harmless each Seller, the foregoingStockholder and their respective Affiliates, and the directors, officers, employees and agents thereof (“Seller Indemnitees”) from and against, and to reimburse Seller Indemnitees, from, against and in respect of any and all Losses, asserted against or imposed upon or incurred by any of them: (i) the obligations by reason of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined any breach of any representation or warranty of Spectrum or Buyer contained in this Agreement (in a written opinion, in including 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 Schedule attached hereto); (ii) the obligation by reason of the Company to make an Expense Advance material breach of any covenant or agreement by Spectrum or Buyer in or pursuant to Section 2(athis Agreement (including any required payment by Spectrum or Buyer of the Net Working Capital Adjustment); (iii) shall be subject arising from any Assumed Liabilities; or (iv) relating to any environmental condition other than those existing before 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 lawClosing Date, any determination made by failure or alleged failure to comply with any Environmental Laws after 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 Closing Date, or in connection 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 Buyer’s operation of the Company's Board Business at any of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be Facilities after 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 Date.

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 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 VIII 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 constituting an ordinary course Liability of the Company unless type contained in the Company has joined June 30 Balance Sheet. Notwithstanding the 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 $100,000 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 8.1(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; (2) any Excluded Liability; or (3) a Third Party Claim arising from an Excluded 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 VIII 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 fr om 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 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 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 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. (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 Subject to SECTION 2(C), in the event Indemnitee was, is is, or becomes a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall will 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 penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) of such Proceeding and any federal, state, local local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. Without limiting the foregoing, including subject to SECTION 2(C), the creation of Company will indemnify and hold harmless Indemnitee to the Trust pursuant to Section 4 hereoffullest extent authorized or permitted under the Nevada Corporation Law in effect at any time. Notwithstanding anything in this Agreement to the contrary contrary, and except as provided in Section SECTION 5, prior to a Change in Control Indemnitee shall 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 unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, will advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an as "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(aSECTION 2(A) shall will be subject to the condition that the Reviewing Party shall has not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 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(aSECTION 2(A) shall will be subject to the condition that, if, when 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 will be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedPROVIDED, howeverHOWEVER, 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 will not be binding and Indemnitee shall will 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)) is made with respect to such matter. Indemnitee's obligation to reimburse the Company for Expense Advances shall will be unsecured and no interest shall will be charged thereon, to the extent permitted by law. If there has not been a Change in Control, Control the Reviewing Party shall will 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 that has been approved by a majority of the Company's Board of Directors of the Company who were directors immediately prior to such Change in Control), the Reviewing Party shall will be the special, independent counsel referred to in Section 3 hereofSECTION 3. 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 will have the right to commence litigation in any court in the States State of California or Delaware Nevada 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 thereofof such determination, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party will otherwise shall be conclusive and binding on the Company and Indemnitee. (c) Indemnitee will not be entitled to any payment by the Company (i) in connection with any fine or similar governmental imposition that the Company is prohibited by applicable law from paying and that results from a final, nonappealable order; (ii) the extent it is based upon or attributable to Indemnitee in fact gaining a personal profit to which Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale of equity securities of the Company that are recoverable by the Company pursuant to Section 16(b) of the Exchange Act, and profits arising from transactions in securities that were effected in violation of Section 10(b) or Section 14(a) of the Exchange Act, including Rule 10b-5 and rule 14c-3 under the Exchange Act (iii) on account of remuneration paid to the Indemnitee in violation of applicable law; or (iv) if it is finally adjudged by a court of competent jurisdiction that such payment is unlawful or that the Indemnitee acted in a manner that was knowingly fraudulent, deliberately dishonest, or than constituted willful misconduct.

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. 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. (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 11, Seven will indemnify and hold harmless Portable and its officers, directors, agents and employees, and each person, if any, who controls or may control Portable 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 actually incurred by Portable (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 Seven in this Agreement or any director certificate, document or officer instrument delivered by or on behalf of Seven pursuant hereto (other than with respect to changes in the truth or accuracy of the Company unless representations and warranties of Seven under this Agreement after the Company date hereof if Seven has joined advised Portable of such changes in or consented an update to Exhibit 3.0 delivered prior to the initiation Closing and Portable has nonetheless proceeded with the Closing); or (b) Resulting from any failure of any Seven Shareholders to have good, valid and marketable title to the issued and outstanding Seven 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 Seven 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 solely 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: (i) no Seven 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 Seven 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) 11.2 shall be subject the exclusive remedies of Portable and the other Indemnified Persons hereunder against any Seven Shareholder. The indemnification provided for in this Section 11.2 shall not apply unless the aggregate Damages for which one or more Indemnified Persons is entitled to indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (the condition that"BASKET"), if, when and in which case the indemnification provided for in this Section 11.2 shall apply 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 aggregate Damages for which one or more Indemnified Persons is entitled to be reimbursed by Indemnitee indemnification exceeds Twelve Thousand Five Hundred Dollars (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$12,500). 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 IX, 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 and its Subsidiaries and their respective officers, directors, employees, partners, members, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnitees”) each shall indemnify Indemnitee be indemnified, held harmless, compensated and reimbursed by the Sellers, jointly and severally, as the Buyer Indemnitees’ sole and exclusive remedy (other than pursuant to the fullest extent permitted by law, as soon as practicable but in Seller Guarantee) for any event no later than thirty (30) days after written demand is presented breach of this Agreement to the Company, against extent set forth in this Article IX in respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid Damages directly incurred or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and suffered by any federal, state, local or foreign taxes imposed on the Buyer Indemnitee as a result of (i) any breach of, or inaccuracy in, any representation or warranty made by the actual Company or deemed receipt the Sellers in Article III or Article V of this Agreement as of the date of this Agreement or as of the Closing as if such representation or warranty had been made on and as of the Closing (in each case after giving effect to any payments under updated Material Contracts Schedule pursuant to a permitted Schedule Supplement), (ii) any breach of, or any failure to perform any covenant or agreement of the Company or the Sellers contained in this Agreement, including the creation of the Trust pursuant (iii) any Transaction Expenses not paid prior 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 in connection with the Closing, (iv) any Proceeding initiated by Indemnitee against inaccuracy in Section 3.07(b), (v) Taxes imposed on the Company or any director or officer of its Subsidiaries with respect to any Pre-Signing Tax Period (excluding any Taxes attributable to a breach of Section 10.02(a)(iii)), (vi) the Company unless matters set forth on the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten Specified Matters Schedule (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 except to the extent permitted by lawany such Damages constitute Settlement Payments and are taken into account in determining Sale Consideration pursuant to Section 1.02), and (vii) any 280G Indemnifiable Matter. (b) Notwithstanding the foregoing, foregoing (i) the obligations of the Company no Buyer Indemnitee shall be indemnified under Section 2(a9.01(a) for any claim (or series of related claims) for breach of a representation and warranty set forth in the Disclosure Schedules (and not, for the avoidance of doubt, a representation and warranty set forth in Article III or Article V of this Agreement) unless the aggregate amount of Damages incurred or suffered by the Buyer Indemnitees as a result of such breach exceeds $25,000 (the “Small Claims Threshold”), whereupon the Buyer Indemnitees shall be entitled (subject to the condition same limitations applicable to the applicable section of this Agreement to which such disclosure relates) to indemnification for all Damages so incurred or suffered, including the Small Claims Threshold; (ii) no Buyer Indemnitee shall be indemnified under Section 9.01(a) unless and until the aggregate amount of all Damages incurred or suffered by any or all of the Buyer Indemnitees hereunder exceeds $2,750,000 (the “Deductible Amount”), whereupon the Buyer Indemnitees shall be entitled (subject to the other limitations herein) to indemnification for all Damages incurred or suffered by them only in excess of the Deductible Amount; provided that the Reviewing Party such limitation shall not have determined apply (A) to Damages relating to (1) the breach of a Specified Representation in a written opinion, in any case in which Article III or Article V or (2) to the special, independent counsel matters referred to in Section 3 hereof is involved9.01(a)(ii), (iii), (iv), (v), (vi), or (vii) or (B) in the event of fraud or willful misconduct; and (iii) the maximum aggregate amount of indemnification that the Buyer Indemnitees may recover under Section 9.01(a) shall not exceed $19,250,000 (the “Cap”); provided further that the Cap shall not apply (A) to Damages relating to (1) the breach of a Specified Representation in Article III or Article V or (2) to the matters referred to in Section 9.01(a)(iii), (iv), (v), (vi), or (vii) or (B) in the event of fraud or willful misconduct. (c) From and after the Closing Date and subject to the terms of this Article IX, the Seller, their Affiliates and their respective officers, directors, employees, partners, members, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”) shall each be indemnified, held harmless, compensated and reimbursed to the extent set forth in this Article IX, by Buyer and the Company (jointly and severally) in respect of any and all Damages directly incurred or suffered by any Seller Indemnitee would not as a result of any breach of, or inaccuracy in, any representation or warranty made by Buyer in this Agreement as of the date of this Agreement or as of the Closing as if such representation or warranty had been made on and as of the Closing, or any failure to perform any covenant or agreement made by Buyer or, with respect to breaches of covenants to be permitted to performed following the closing, by the Company in this Agreement. Notwithstanding the foregoing (x) no Seller Indemnitee shall be indemnified under applicable lawthis Section 9.01(c) unless and until the aggregate amount of all Damages incurred or suffered by any or all of the Seller Indemnitees hereunder exceeds the Deductible Amount, whereupon the Seller Indemnitees shall be entitled to indemnification for all Damages incurred or suffered by them only in excess of the Deductible Amount; provided that such limitation shall not apply to damages relating to the breach of a Specified Representation in Article IV or to Buyer’s failure to make any of the payments required to be made pursuant to Sections 1.04(b), (c) and (d); (y) the maximum aggregate amount of indemnification that the Seller Indemnitees may recover under Section 9.01(c) shall not exceed the Cap; provided that the Cap shall not apply to damages relating to the breach of a Specified Representation in Article IV or to Buyer’s failure to make any of the payments required to be made pursuant to Sections 1.04(b), (c) and (d); and (z) no Seller Indemnitee shall be entitled to indemnification under Section 9.01(c) to the extent the Damages relate to any action taken or omitted to be taken by any Seller Indemnitee or any of its Affiliates. Furthermore, no Seller Indemnitee shall have any right to assert any claims pursuant to this Article IX with respect to any Damage or other claim to the extent it is (A) primarily a possible or potential Damage or claim that such Seller Indemnitee believes may be asserted rather than a Damage or claim that has, in fact, been filed of record against such Seller Indemnitee or paid or incurred by such Seller Indemnitee or (B) a Damage or claim with respect to which such Seller Indemnitee has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable. (d) This Article IX constitutes the Buyer Indemnitees’ sole and exclusive remedy for any and all Damages or other claims (excluding actions for specific performance or similar injunctive relief or claims of, or causes of action arising from, actual common law fraud, which may be brought without limitation under this Agreement against the fraudulent party) 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. The Buyer Indemnitees may not avoid such limitation on liability by seeking damages for breach of contract, tort or pursuant to any other theory of liability. Except as expressly contemplated by Section 9.01(a), no claim (excluding any actions for specific performance or similar injunctive relief or claims of, or causes of action arising from, actual common law fraud, which may be brought without limitation under this Agreement against the fraudulent party) shall be brought or maintained by Buyer, its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) or its or their respective Affiliates, successors or permitted assigns or any other Buyer Indemnitee, 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 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 the Subsidiaries, any of their assets, any of the transactions contemplated hereby or any other actions or omissions at or prior to the Closing. Buyer, its Subsidiaries (including, after the Closing, the Company 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 9.01(d). EACH BUYER INDEMNITEE (EACH, A “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. (e) For the sole purpose of appropriately apportioning any Taxes relating to any Straddle Period, the portion of such Tax that is attributable to the Tax period that ends on and includes the date hereof shall be (i) in the case of a Tax that is not transaction-based, the total amount of such Tax for the full Tax period that includes the date hereof multiplied by a fraction, the numerator of which is the number of days from the beginning of such Tax period to and including the date hereof and the denominator of which is the total number of days in such full Tax period, and (ii) in the obligation case of a transaction-based Tax, including a Tax based on net income, the Tax that would be due with respect to such partial period, if such partial period that includes the date hereof were a full Tax period, apportioning income, gain, expenses, loss, depreciation, deductions and credits equitably based on an interim closing 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 Indemniteebooks.

Agreement to Indemnify. Subject to the limitations set forth in Sections 9.1 (ad) In the event Indemnitee wasand 10.3-10.8, is or becomes a party to or witness or other participant ineach Seller (each, 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"INDEMNIFYING PERSON" and collectively, the Company shall "INDEMNIFYING PERSONS") will severally, and not jointly, based on each such Seller's Pro Rata Share, indemnify Indemnitee to and hold harmless Buyer, the fullest extent permitted by lawGroup Companies and their respective directors, as soon as practicable but in any event no later than thirty officers, agents, representatives, shareholders and employees, and each Person, if any, who controls or may Control Buyer or the Group Companies (30each, an "INDEMNIFIED PERSON" and collectively, the "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 reasonable attorneys' fees, other professionals' and experts' reasonable fees, and court or arbitration costs (including all interestcollectively, assessments and other charges "DAMAGES"), directly incurred, paid or payable accrued in connection with with, resulting from or in respect arising out 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 breach of the actual or deemed receipt of any payments Sellers' obligations under this Agreement, including the creation (a) any failure of any Warranty of the Trust pursuant to Section 4 hereof. Notwithstanding anything Sellers in this Agreement to be true and correct as of the contrary and Agreement Date and, as regards the Repeating Warranties, as of Closing as though such Warranty were made as of Closing (except for any such Warranties that, by their terms, speak only as provided in Section 5of a specific date or dates), Indemnitee shall not be entitled to indemnification pursuant to this Agreement (b) any breach of or default in connection with any Proceeding initiated of the covenants or agreements made by Indemnitee against any Seller in this Agreement, the Disclosure Letter or any certificate or document delivered pursuant to this Agreement; and (c) any Transaction Expenses paid or to be paid by 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. not already deducted from the Purchase Price pursuant to the definition thereof. Damages shall be calculated as the Indemnified Person's direct loss (bDKK for DKK or that other currency which may apply to the Damages) Notwithstanding without regard to any method of calculation (P/E, cash flow multiple or similar method) used for the foregoing, (i) the obligations determination of the Company under Section 2(a) Purchase Price. The Damages shall be subject the net loss effectively sustained by the Indemnified Person less any benefits available to the condition that Indemnified Person directly connected to the Reviewing Party Damages, including but not limited to loss covered by insurance and the Tax benefit of a Tax deductible loss. Damages shall not have determined be calculated exclusive of any indirect or consequential loss. In addition, as stated in subsection 2.2(b)(iii), if the Net Amount calculated pursuant to such section is less than zero (in a written opinion0), such difference shall constitute indemnifiable Damages hereunder. Materiality, Material Adverse Effect, knowledge and similar standards or qualifications in any case representation, warranty or covenant shall only be taken into account in which the specialdetermining whether a breach of or default in connection with such representation, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted warranty or covenant (or failure of any representation or warranty to be indemnified under applicable lawtrue and correct) exists, 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 reapplied in determining the Company for amount of any Expense Advance until a final judicial determination is made indemnifiable Damages 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 Controlbreach, 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 default or if the Reviewing Party determines that Indemnitee substantively would not be permitted failure 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 true 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 Indemniteecorrect.

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 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. Subject to the terms and conditions herein (including, for avoidance of doubt, the limitations set forth herein), each Indemnifying Person shall, severally (based solely on each such Person’s portion of the Consideration) and not jointly, indemnify, defend and hold harmless the Acquirer and, following the Closing, also the Company, and any of the foregoing’s directors, officers, successors and assigns (each, an “Acquirer Indemnified Person”) from and against losses, damages, costs, fees, penalties and expenses (in each case, including any interest thereon) (including reasonable attorneys’ fees) that were actually suffered by the Acquirer Indemnified Person (hereinafter collectively referred to as “Damages”), that any of the Acquirer Indemnified Persons actually sustains, arising out of or in connection with the following: (a) In the event Indemnitee was, is failure of a representation or becomes a party to or witness or other participant in, or is threatened to be warranty 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 Sellers in any Transaction Document to be true and correct when made and as of the Closing Date, with the same force and effect as if they had been made on 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, on and as of such specified date or dates); (b) breach or default of a covenant, agreement or obligation including but not limited to the Binding Agreements made by the Company has joined or the Sellers under any Transaction Document; (c) inaccuracy in or consented to the initiation of such Proceeding. If so requested by Indemnitee, Closing Spreadsheet; (d) Leakage not otherwise taken into account in the Company shall advance, within ten Closing Spreadsheet; (10e) 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 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.or a Seller (“Fraud”); (bf) Notwithstanding the foregoingany Pre-Locked Box Date Taxes, (i) to the obligations extent not specifically taken into account in the calculation 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 lawConsideration, and (ii) net of any Tax credits attributable to any Taxes paid or the obligation Company’s activity during the Pre-Locked Box Date Tax Period that are actually received or utilized by the Company or its Affiliates and/or the Tax Refunds; (g) severance, pension, education fund, vacation and any other liabilities due to Company employees arising prior to the Locked Box Date; (h) claims made by current or former holders of any equity or debt of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that(including, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawwithout limitation, the Company shall be entitled holders of any shares or any options, warrants or other securities to be reimbursed by Indemnitee (who hereby agrees to reimburse purchase equity or debt of the Company) for all such amounts theretofore paidof any kind or nature whatsoever; 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.and/or

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 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 Purchaser shall be indemnified and held harmless to 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 extent set forth in this ARTICLE VIII 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 respect of any and all Expensesdemands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, penalties sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including all interest, assessments and other charges paid or payable in connection with or (i) interest on cash disbursements in respect of any of the foregoing at the per annum rate of interest publicly announced from time to time by the Bank of America as its prime rate (or reference rate), compounded quarterly, from the date each such Expensescash disbursement is made until the person incurring the same shall have been indemnified in respect thereof and (ii) reasonable costs, judgmentsfees and expenses of attorneys, fines, penalties or amounts paid in settlement) accountants and other agents of such Proceeding person (collectively, "DAMAGES") reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Purchaser as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreementrepresentation, including warranty, covenant or agreement 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 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")Closing; 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 Company shall be indemnified and held harmless to the foregoing, (i) the obligations extent set forth in this ARTICLE VIII by Purchaser in respect of any and all Damages reasonably and proximately incurred by the Company under Section 2(aas a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement. (c) shall be subject to the condition that the Reviewing Party shall not have determined (Except as set forth 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 lawSECTIONS 8.1(a), and (iib) 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 except to the extent that the Reviewing Party determines that Indemnitee would not be permitted of confidentiality provisions in this Agreement, no person shall have any claim or cause of action as a result of any inaccuracy or misrepresentation in or breach of or failure to be so indemnified under applicable lawperform any representation, the Company warranty, covenant, agreement or obligation of a party providing indemnification (each, an "INDEMNIFYING PARTY") against any affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party. Nothing set forth in this ARTICLE VIII shall be deemed to prohibit or limit the right of a party entitled to be reimbursed by Indemnitee indemnification (who hereby agrees to reimburse each, an "INDEMNITEE") at any time before, on or after 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 thereonClosing Date, to seek injunctive or other equitable relief for the extent permitted by law. If there has not been a Change in Control, the Reviewing failure of any Indemnifying 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 perform any covenant 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 Indemniteeagreement contained herein.

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 her 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)her own choice to represent her, 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 her 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) 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 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. The Corporation agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Section 4 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 Corporation) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Corporation 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”) if (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or arising in part out of) an Indemnifiable Eventnot opposed to, the Company shall indemnify best interests of the Corporation, and (ii) with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful. (b) Subject to the fullest extent permitted exceptions contained in Section 4 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by lawor in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to Indemnitee shall be indemnified by the Company, Corporation against any and all Expenses, judgments, fines, penalties Indemnifiable Expenses and amounts paid in settlement (including all interestif Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, assessments and other charges paid or payable in connection with or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction that Indemnitee is liable to the Corporation, unless, and only to the extent that, the court in which such ExpensesProceeding was brought or another court of competent jurisdiction determines upon application that in view of all the circumstances of the case, judgments, fines, penalties or that Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses and 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, then Indemnitee shall not be entitled to indemnification pursuant payment in such amount as such court deems proper. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to this Agreement be a witness in connection with any Proceeding initiated by Indemnitee against the Company but is not otherwise a party or any director or officer of the Company unless the Company has joined in or consented threatened to the initiation of be made a party to such Proceeding. If so requested by Indemnitee, the Company Indemnitee 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 lawCorporation against all Indemnifiable Expenses. (bd) 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 exceptions listed in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law4 below, 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 Indemnitee has been successful on the Reviewing Party determines that merits or otherwise in defense of any Proceeding referred to in subsections 3(a) or 3(b), or in defense of any claim, issue, or matter therein, Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed indemnified by the Corporation against Indemnifiable Expenses actually and reasonably incurred by Indemnitee in connection therewith. (who hereby agrees e) If Indemnitee is entitled under any provisions of this Agreement to reimburse indemnification by the Company) Corporation for all such amounts theretofore paid; providedsome or a portion of Indemnifiable Amounts but not, however, that if for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee has commenced legal proceedings in a court for the portion 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 such Indemnifiable Amounts 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 Indemniteeentitled.

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 and the direct and indirect subsidiaries of Buyer (including, 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 Section 7.05 and 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 any Damages incurred by any Buyer Indemnitee (excluding consequential damages to such Expenses, judgments, fines, penalties or amounts paid in settlementBuyer Indemnitee but including consequential damages suffered by a third party that have been recovered by such third party against a Buyer Indemnitee) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of: (i) any inaccuracy or misrepresentation in or breach of or failure to perform any representation or warranty of Seller (or, prior to the Closing Date, of the actual or deemed receipt of any payments under Company) in this Agreement, including the creation schedules and exhibits hereto (it being understood and agreed that, for purposes of this Article IX only, in order to determine whether there has been any such inaccuracy, misrepresentation in or breach of or failure to perform, and in order to calculate the Trust pursuant amount of Damages arising therefrom, the representations, warranties, covenants, agreements and obligations of Seller shall be deemed not to Section 4 hereof. Notwithstanding anything be qualified by any concept of "material," "materiality," "in this Agreement to the contrary and except as provided in Section 5any material respect" or "Material Adverse Effect"); (ii) any Environmental Liabilities with respect to, Indemnitee shall not be entitled to indemnification pursuant to this Agreement arising from or in connection with the properties identified in Exhibit H hereto; (iii) any Proceeding initiated by Indemnitee against Environmental Liabilities with respect to, arising from or in connection with the properties identified in Exhibit I hereto; (iv) any Environmental Liabilities with respect to, arising from or in connection with properties other than those identified in Exhibits H or I hereto. (v) any liabilities or obligations of the Company or any director Company Subsidiary of any nature, whether due or officer to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date, or arising out of any transactions entered into or any state of facts existing, or the Company unless the Company has joined in use, ownership, possession 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 operation of the Company's Board , any Company Subsidiary or the conduct of Directors who were directors immediately the Business, on or prior to such Change in Controlthe Closing Date, 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 excepting only those obligations 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.liabilities that:

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. (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. 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. (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 lawterms of this Article VIII, as soon as practicable Street and each of the Street Stockholders, severally but in any event no later than thirty (30) days after written demand is presented not jointly hereby covenant and agree to the Companyindemnify 7th Level, its stockholders, directors, officers, employees, affiliates, and agents and their respective successors and assigns and to 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 this Agreement, including warranties made by Street and the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Street Stockholders in this Agreement or the failure of Street or the Street Stockholders to perform any of the contrary agreements or covenants contained herein; provided however, that each Street Stockholder shall have no liability hereunder if the Closing does not occur; provided that liability for breaches of Street's representations and except as provided in Section 5, Indemnitee warranties shall not be entitled limited to indemnification such Street Stockholder's percentage ownership of Street multiplied by the Losses. The Street Stockholders may satisfy the payment of the Losses by surrendering the shares of 7th Level Common Stock which they received pursuant to this Agreement which shall be valued at the average Market Price (as defined in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Certificate of Designations) of the Company unless 7th Level Common Stock for the Company has joined in or consented 20-day trading period prior to the initiation surrender 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 lawshares. (bii) Notwithstanding Subject to the foregoingterms of this Article VIII, (i) the obligations 7th Level hereby covenants and agrees to indemnify Street, its stockholders, directors, officers, employees, affiliates and agents and their respective 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 of any of the Company under Section 2(a) shall be subject representations or warranties made by 7th Level or Merger Corporation in this Agreement or the failure of 7th Level to the condition that the Reviewing Party shall not have determined (in a written opinion, in perform 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 agreements 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 Indemniteecovenants contained herein.

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 Subject to Section 4 hereof and except as otherwise provided in this Agreement, the event Corporation shall indemnify and hold harmless the Indemnitee was(i) against any reasonable expenses (including attorneys' fees) in advance of the final disposition of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether civil, criminal, administrative or investigative ("Proceeding"), without requiring a determination of the ultimate entitlement to indemnification, or (ii) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any Proceeding 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 unless it is established that (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active or deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property, or services; or (c) in the case of a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcriminal proceeding, the Company shall indemnify Indemnitee had reasonable cause to believe that the fullest extent permitted act or omission was unlawful. If the Proceeding is one by lawor in the right of the Corporation, 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 indemnification may not be made in respect of such Expenses, judgments, fines, penalties or amounts paid any Proceeding in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on 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 shall have been adjudged to Section 4 hereof. Notwithstanding anything in this Agreement be liable 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 lawCorporation. (b) Notwithstanding The termination of any Proceeding by judgment, order, or settlement does not create a presumption that the foregoingIndemnitee did not meet the requisite standard of conduct set forth in subsection 1(a) above. The termination of any Proceeding by conviction, or by plea of nolo contendre or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct. (ic) the obligations of the Company An Indemnitee may not be indemnified under Section 2(a1(a) shall be subject in respect of any Proceeding charging improper personal benefit to the condition that Indemnitee, whether or not involving action in the Reviewing Party shall not have determined (in a written opinionIndemnitee's official capacity, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted was 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 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 liable on the Company and Indemniteebasis that personal benefit was improperly received.

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 The Purchasers shall 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 indemnified and held harmless to the fullest extent permitted set forth in this ARTICLE VIII by law, as soon as practicable but each of the RG Companies in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expensesdemands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, penalties sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including all interest, assessments and other charges paid or payable in connection with or (i) interest on cash disbursements in respect of any of the foregoing at the per annum rate of interest publicly announced from time to time by the Bank of America as its prime rate (or reference rate), compounded quarterly, from the date each such Expensescash disbursement is made until the person incurring the same shall have been indemnified in respect thereof and (ii) reasonable costs, judgmentsfees and expenses of attorneys, fines, penalties or amounts paid in settlement) accountants and other agents of such Proceeding person (collectively, "Damages") reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Purchaser as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement made by any of the Trust pursuant to Section 4 hereof. Notwithstanding anything RG Companies or ActiveUSA 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")Closing; 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 foregoing, (i) the obligations of the Company under Section 2(a) The RG Companies shall be subject indemnified and held harmless to the condition that extent set forth in this ARTICLE VIII by Purchaser in respect of any and all Damages reasonably and proximately incurred by any RG Company as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Reviewing Party shall not have determined Purchaser in this Agreement. (c) Except as set forth 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 lawSECTIONS 8.1(a), and (iib) 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 except to the extent that the Reviewing Party determines that Indemnitee would not be permitted of confidentiality provisions in this Agreement, no person shall have any claim or cause of action as a result of any inaccuracy or misrepresentation in or breach of or failure to be so indemnified under applicable lawperform any representation, the Company warranty, covenant, agreement or obligation of a party providing indemnification (each, an "INDEMNIFYING PARTY") against any affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party. Nothing set forth in this ARTICLE VIII shall be deemed to prohibit or limit the right of a party entitled to be reimbursed by Indemnitee indemnification (who hereby agrees to reimburse each, an "INDEMNITEE") at any time before, on or after 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 thereonClosing Date, to seek injunctive or other equitable relief for the extent permitted by law. If there has not been a Change in Control, the Reviewing failure of any Indemnifying 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 perform any covenant 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 Indemniteeagreement contained herein.

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 in the right of the Company) by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Expenses and Liabilities properly incurred or paid by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was or is, or is threatened to be made, a party to or participant inin any Proceeding by or in the right of the Company to 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 exceptions 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, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by reason or in the right of the Company) provided that in no circumstances shall the Company be obligated to make any payment to the Indemnitee that it is advised by its legal advisers would be unlawful under the laws of Jersey or is otherwise not permitted pursuant to the Articles. (or arising in part out ofd) an Indemnifiable Event[The Company hereby acknowledges that the Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. Notwithstanding anything to the contrary herein, the Company shall indemnify Indemnitee hereby agrees that, subject always to the fullest extent permitted provisions of the Companies Law and the Articles (i) it is the indemnitor of first resort in respect of Indemnifiable Expenses properly incurred by lawthe Indemnitee by reason of the Indemnitee’s Corporate Status (i.e., as soon as practicable but in any event no later than thirty (30) days after written demand is presented its obligations to the CompanyIndemnitee are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Indemnifiable Amounts incurred by the Indemnitee are secondary), (ii) it shall be required to advance the full amount of Indemnifiable Expenses properly incurred by the Indemnitee by reason of the Indemnitee’s Corporate Status and shall be liable for the full amount of all Indemnifiable Amounts to the extent legally permitted and as required by the terms of this Agreement and/or the Articles (or any other agreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all Expensesclaims against the Fund Indemnitors for contribution, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and subrogation or any other charges paid or payable in connection with or recovery of any kind in respect of such Expenses, judgments, fines, penalties thereof. The Company further agrees that no advancement or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on payment by 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 Fund Indemnitors on behalf of the Indemnitee with respect to repay such amount if it is ultimately determined that any claim for which the Indemnitee is not entitled to be indemnified by the Company; provided further, that has sought indemnification from the Company shall make such advances only affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of such advancement or payment to all 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 rights of recovery 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 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 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 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. (ai) In Subject to the limitations set forth in this Agreement, Wolverine, on the one hand, and Purchaser, on the other hand, (separately, the “Indemnifying Party”) shall indemnify, defend and hold the other (and the other’s respective officers, directors, managers, employees, representatives, and agents) (collectively, the “Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all Damages arising, directly or indirectly, from or in connection with: (A) any breach of any representation and warranty of the Indemnifying Party contained in this Agreement or in any certificate delivered at or in connection with the Closing; or (B) any inaccuracy in any representation and warranty of an Indemnifying Party contained in this Agreement as of the Closing Date, giving any effect to any written information delivered to the Indemnified Party at or before the Closing; or (C) any breach or alleged breach of any covenant or agreement of the Indemnifying Party (or with respect to Wolverine, by Seller or W/Investments) contained in this Agreement or in a certificate delivered at the Closing; or (D) any and all indebtedness, obligations, and other liabilities of W/Investments, whether known or unknown, absolute, contingent, fixed or otherwise (collectively, the “Retained Liabilities”), whether existing, accrued, due or payable or are claimed to exist or to accrue or be due or payable for any period prior to September 15, 2008 (the “Retained Liabilities Effective Date”), even though such Retained Liabilities are discovered or asserted after the Retained Liabilities Effective Date. Solely for the purposes of this Section 8(a)(i)(D), the Indemnifying Party shall be Wolverine and the Indemnified Parties shall be Purchaser. (ii) The representations and warranties of Wolverine contained in Section 4, on the one hand, and of Purchaser contained in Section 6, on the other hand, of this Agreement shall survive for a period of twelve (12) months following the Closing Date; provided however, that the representations and warranties concerning taxes contained in Section 4(l) shall survive until the expiration of the statute of limitations under Applicable Law. The representations and warranties of Wolverine contained in Section 5 of this Agreement shall survive for a period of twelve (12) months following March 13, 2008; provided, however, in the event Indemnitee wasWolverine Shanghai does not deliver its audited financial statements for the fiscal year ending December 31, 2008 (the “2008 Financial Statements”) to Purchaser on or before February 14, 2009, this Agreement shall survive until the thirtieth (30th) day immediately following the date on which the 2008 Financial Statement is actually delivered to Purchaser; and provided further, however, that the representations and warranties concerning taxes contained in Section 5(k) shall survive until the expiration of the statute of limitations under Applicable Law. No representation or becomes warranty shall be deemed to be waived or otherwise diminished unless waived or otherwise diminished by express written consent. A party’s consummation of the transactions contemplated hereby after waiving any of the conditions to its obligation to close (including the condition that the other party’s representations and warranties be true in all material respects) shall limit or otherwise affect its rights to recover under this Agreement; provided, however, that in no event shall a party party’s decision to consummate the transactions contemplated hereby (“Closing Party”) be deemed to waive, limit or witness otherwise affect the other party’s indemnity obligations hereunder or the Closing Party’s right to recover for a breach of the representations and warranties contained in Sections 4(c), 5(b), and 6(b) of this Agreement. Further, the parties expressly agree that, notwithstanding the provisions of Section 8(a)(i), the terms and conditions of Section 8(a)(iv) shall be separate from and independent of the terms and conditions of Section 8(a)(i) and that no claim for indemnification which arises from the indemnification described in Section 8(a)(iv) shall be included in any claim for indemnification pursuant to Section 8(a)(i) and that no claim for indemnification which arises from the indemnification described in Section 8(a)(i) shall be included in any claim for indemnification pursuant to Section 8(a)(iv). (iii) Notwithstanding the foregoing, any indemnification relating to any goods manufactured, sold, marketed, or distributed or services provided by Wolverine Shanghai, Wolverine or its other Affiliates, or Purchaser or its Affiliates before the Closing shall not be governed by the terms and conditions of this Agreement, but shall be subject to those of the Voting Rights Agreement. (iv) Subject to the limitations set forth in Section 8(b) of this Agreement, Wolverine (the “Chinese Payment Indemnifying Party”) shall indemnify, defend and hold each of W/Investments, Wolverine Shanghai, and Purchaser (and the officers, directors, or owners, as the case may be, of W/Investments, Wolverine Shanghai, and Purchaser) (collectively, the “Chinese Payment Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all amounts actually paid by such Chinese Payment Indemnified Party which arises directly from or in connection with a claim by the People’s Republic of China that amounts are due from Wolverine Shanghai (or from W/Investments or Purchaser strictly and directly as a result of the direct or indirect, respectively, ownership of an interest in Wolverine Shanghai) under the local, regional, national or other participant inlaws of the People’s Republic of China with respect to the “capital gain” on the sale of the 30% Ownership Interest by Seller (that is, a tax on the difference between the purchase price and the tax basis in the thirty-percent (30%) ownership interest of Wolverine Shanghai on March 14, 2008) (the “Claimed Chinese Payment”). Purchaser, for itself, or is threatened to be made a party to on behalf of W/Investments 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 lawWolverine Shanghai, as soon the case may be and as practicable but in any event no later than it shall specifically give notice of to Wolverine, shall claim indemnification under this Section 8(a)(iv) by giving Wolverine written notice of the Claimed Chinese Payment within thirty (30) days after Purchaser receives written demand is presented notice of such Claimed Chinese Payment, which notice by Purchaser shall, if and to the Companyextent known by Purchaser after reasonable investigation, set forth the nature and amount of the Claimed Chinese Payment, the person against any which such Claimed Chinese Payment is made by the People’s Republic of China and copies of all Expensesrelevant documents related to such Claimed Chinese Payment (if such documents are available to Purchaser), judgmentsand the date when assessed, finesclaimed or incurred. Wolverine shall either pay such claim by Purchaser or give written notice to Purchaser of Wolverine’s disagreement with such claim, penalties specifying in reasonable detail the nature and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect extent of such Expenses, judgments, fines, penalties disagreement on or amounts paid in settlementbefore: (A) ten (10) days before the Claimed Chinese Payment is due or (B) thirty (30) days following Purchaser’s notice of such Proceeding claim, whichever shall first occur. If Purchaser and Wolverine are unable to resolve 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 disagreement as provided in Section 59(a), Indemnitee shall not be entitled then Purchaser and Wolverine agree to arbitrate such claim for indemnification pursuant to this Agreement Section 8(a)(iv) as otherwise provided 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 ProceedingSection 9. If so requested by IndemniteeThe rights, the Company shall advance, within ten (10) business days of such request, any duties 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 parties contained in this Section 2(a8(a)(iv) hereof shall be subject to survive the condition that Closing until 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 later of expiration 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 statute 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 limitations or 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 resolution of the Company's Board Claimed Chinese Payment, if a claim is pending as of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be expiration of the special, independent counsel referred to in Section 3 hereof. If there has been no determination by statute of limitations 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 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 IndemniteeClaimed Chinese Payment.

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) 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. Following the Closing and subject to the limitations set forth herein, (a) In all of the event Indemnitee wasStockholders collectively and the Principal Stockholder individually shall indemnify and agree to defend and hold harmless AspenTech and the Surviving Corporation (and their respective affiliates, is or becomes a party to or witness officers, directors, employees, representatives and agents) against and in respect of any and all claims, costs, losses, expenses, liabilities or other participant indamages, or is threatened to be made a party to or witness or other participant inincluding interest and penalties (collectively "Damages"), a Proceeding by reason of or otherwise arising out of a breach by Chesapeake or the Principal Stockholder prior to or at the Closing of a representation, warranty or covenant contained in this Agreement and (or arising in part out ofb) an Indemnifiable Event, the Company AspenTech shall indemnify Indemnitee and agree to defend and hold harmless the fullest extent permitted by lawStockholders (and their respective affiliates, as soon as practicable but representatives and agents) 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 ExpensesDamages by reason of or otherwise arising out of a breach by AspenTech or Acquisition Corp. prior to or at the Closing of a representation, judgmentswarranty or covenant contained in this Agreement. The amounts for which AspenTech, finesthe Surviving Corporation and the Stockholders may seek indemnification under this Section 9 shall extend to, penalties and as used herein the term "Damages" shall include, reasonable attorneys' fees and disbursements, reasonable accountants' fees and disbursements, costs of litigation and other expenses incurred by them (or their respective affiliates, officers, directors or employees) in the defense of any claim asserted against them (or their respective affiliates, officers, directors or employees) and any 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 compromise 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 claim asserted 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 them to the extent that the Reviewing Party determines that Indemnitee claim asserted is or would have been subject to the indemnification provisions hereof, subject to the limitations on indemnification set forth in Sections 9.2 and 9.3. "Damages" shall not be permitted to be so indemnified under applicable lawinclude any amount for which reimbursement is received by AspenTech, the Company shall be entitled Surviving Corporation or the Stockholders, as the case may be, pursuant to be reimbursed insurance policies or third-party payments by Indemnitee (who hereby agrees to reimburse the Company) for all virtue of indemnification or subrogation received by 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 Indemniteeparty.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations of this Article 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 EventAcquirer, the Surviving Corporation and their respective directors, officers, agents, representatives, Company Securityholders and employees, and each Person, if any, who controls or may control Acquirer or the Surviving Corporation within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”), shall indemnify Indemnitee be entitled to indemnification out of 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, Escrow Fund from and against any and all Expensesclaims, judgmentsdemands, finessuits, penalties actions, causes of actions, losses, costs, damages, Liabilities and amounts paid in settlement expenses, including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees, and court or arbitration costs (including all interestcollectively, assessments and other charges paid “Damages”), directly or payable indirectly arising out of, resulting from or in connection with with: (i) any inaccuracy, misrepresentation or in respect of such Expensesdefault in, judgmentsor breach of, 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 or deemed receipt of any payments under warranties given or made by Company in 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 Disclosure Letter or any director agreement, 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 Company or an officer of Company pursuant hereto (other than the Indemnitee Net Working Capital Certificate); (ii) any inaccuracy in the Net Working Capital Certificate or the Spreadsheet; (iii) any default in, or breach of, any of the covenants made by Company in this Agreement or any agreement, certificate or document delivered by or on behalf of Company or an officer of Company pursuant hereto; and (iv) any claims made with respect to repay such amount if it is ultimately determined that Indemnitee is not entitled Dissenting Shares or any payments paid with respect to be indemnified by the Company; provided further, that the Company shall make such advances only Dissenting Shares pursuant to Section 6.3 to the extent permitted by lawthat such payments, in the aggregate, exceed the value of all cash otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares. In determining the amount of any Damages in respect of any inaccuracy, misrepresentation or default in, or breach of, any representation, warranty or covenant, any materiality standard or qualification contained in such representation or warranty shall be disregarded. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) The Escrow Fund shall be subject available under the terms hereof and as set forth in the Escrow Agreement, to indemnify the Indemnified Persons from and against any and all Damages directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of any failure of such Series E Holder to have good and valid title 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 shares 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 (Series E Preferred Stock 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 set forth 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 IndemniteeSpreadsheet.

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 From and after the event Indemnitee wasClosing Date and subject to the terms and conditions of this Article IX (including, 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 Eventthe extent applicable, the ---------- limitations set forth in the last sentence of this Section 9.01(a)), Buyer, --------------- BC, the Surviving Company and their respective officers directors, employees, partners, members, agents, representatives, successors and permitted assigns (collectively, the "Buyer Indemnitees") shall indemnify Indemnitee each 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 IX 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 the actual or deemed receipt of: (i) The failure of any payments under this Agreement, including representation or warranty made by the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Company in this Agreement to or BC in the contrary and except as provided BC Merger Agreement (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 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 to repay such amount if it is ultimately determined that Indemnitee is not entitled this Agreement or BC pursuant to the BC Merger Agreement), to be indemnified true and correct as of the date made and the unintentional breach of, or unintentional failure to perform, any covenant or agreement made by the Company; provided further, that Company in this Agreement or BC in the Company shall make such advances only BC Merger Agreement up to the Effective Time to the extent permitted the underlying fact or occurrence relating to such breach or failure also constitutes a failure of any representation or warranty made by law.the Company in this Agreement or BC in the BC Merger Agreement; (ii) Except if otherwise addressed in Section 9.01(a)(i), ------------------ the breach of, or failure to perform, any covenant or agreement made by the Company in this Agreement or BC in the BC Merger Agreement up to the Effective Time; (iii) Any claim by any Person for broker or finder's fees or any professional services fees (including attorneys' and accountants' fees) in connection with any agreement or understanding alleged to have been made by any such person with the Company, any Subsidiary, the Sellers of any of their respective Affiliates (or any Person acting on their behalf) in connection with the transactions contemplated by this Agreement and the BC Merger Agreement and which is not reasonably described on the attached Transaction ----------- Expenses Schedule; or ----------------- (iv) Any matter set forth on the attached Indemnity Schedule. ------------------ (b) Notwithstanding (Related Party Accounts); clause (ii) of 4.12 (Employee ------- ---- Benefit Plans); 4.15 (Taxes) and 4.25 (Brokers), for which the foregoingremainder of ---- ---- this sentence shall not apply, (i) the obligations of the Company under Section 2(a) no Buyer 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 lawSection 9.01(a)(i) in respect of any individual claim of Damages that ------------------ results in Damages of less than $100,000 (and any such Damages shall be disregarded for all purposes of Section 9.01(a)(i), including in determining ------------------ whether the Deductible Amount (as defined below) has been exceeded); and (ii) no Buyer Indemnitee shall be indemnified under Section 9.01(a)(i) ------------------ unless and until the obligation aggregate amount of all Damages incurred by any or all of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Buyer Indemnitees hereunder exceeds $1,000,000 (the condition that"Deductible Amount"), if, when and to whereupon the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company Buyer ----------------- Indemnitees shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) indemnification for all such amounts theretofore paid; provided, however, Damages incurred by them only in excess of the Deductible Amount. The maximum aggregate amount of indemnification that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified the Buyer Indemnitees may recover under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law this Section 9.01(a) shall not exceed the remaining funds in the Escrow Account and --------------- recourse for such amount shall be binding limited solely to offsets against the Escrow Account in accordance with this Agreement and the Escrow Agreement. No Buyer Indemnitee shall not be required entitled 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, indemnification under Section 9.01(a)(i) to the extent permitted the Damages are caused 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 any action taken ------------------ or if the Reviewing Party determines that Indemnitee substantively would not be permitted omitted to be indemnified in whole or in part under applicable law, taken by any Buyer 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 Affiliates.

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. 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. (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. The Corporation agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Section 4 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 Corporation) by reason of Indemnitee’s Corporate Status, either prior to or after the execution of this Agreement, Indemnitee shall be indemnified by the Corporation 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”) if (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or arising in part out of) an Indemnifiable Eventnot opposed to, the Company best interests of the Corporation, and (ii) with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, the Corporation shall indemnify and hold harmless the 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 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 (if any) 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 Subject to the foregoingexceptions contained in Section 4 below, (i) if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the obligations right of the Company under Section 2(a) Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, either prior to or after the execution of this Agreement, Indemnitee shall be subject indemnified by the Corporation against all Indemnifiable Expenses and amounts paid in settlement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction that Indemnitee is liable to the condition that the Reviewing Party shall not have determined (in a written opinionCorporation, 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, 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 only to the extent that, the court in which such Proceeding was brought or another court of competent jurisdiction determines upon application that in view of all the Reviewing Party determines circumstances of the case, that Indemnitee would not is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses and amounts paid in settlement, then Indemnitee shall be permitted entitled to be so indemnified payment in such amount as such court deems proper. In addition, the Corporation shall indemnify and hold harmless the Indemnitee from and against any and all federal, state, local or foreign taxes (if any) imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. (c) Except as otherwise prohibited under applicable law, the Company Proceedings described in Sections 3(a) and 3(b) hereof shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) include, for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court purposes of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawthis Agreement, any determination made by Proceedings that involve, directly or indirectly, activities of the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding both in his or her official capacities as a Director or Officer and Indemnitee shall not be required to reimburse actions taken in another capacity while serving as Director or Officer on behalf of the Company for any Expense Advance until a final judicial determination is made with respect thereto Corporation. (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse d) Notwithstanding the Company for Expense Advances shall be unsecured and no interest shall be charged thereonexceptions listed in Section 4 below, 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 that Indemnitee has been such a Change successful on the merits or otherwise in Control, other than a Change in Control which has been approved by a majority defense 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 any Proceeding referred to in Section 3 hereof. If there has been no determination by the Reviewing Party subsections 3(a) or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole 3(b), or in part under applicable lawdefense of any claim, issue, or matter therein, Indemnitee shall be indemnified by the Corporation against Indemnifiable Expenses actually and reasonably incurred by Indemnitee in connection therewith. (e) If Indemnitee is entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of Indemnifiable Amounts but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Amounts to which Indemnitee is entitled. (f) For purposes of this Section 3 only, the Indemnitee shall be deemed to have acted in good faith and in a manner the right Indemnitee reasonably believed to commence litigation be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if such action was based on a reasonable reliance upon any of the following: (i) the records or books of the Corporation or applicable Entity, including financial statements; (ii) information supplied to the Indemnitee by the officers of such Entity in the course of their duties; (iii) the advice of legal counsel for the Corporation or the applicable Entity; or (iv) information or records given in reports made to the Corporation or the applicable Entity by its independent certified public accountant or by an appraiser or other expert selected with reasonable care by such entity. The provisions of this Section 3(f) shall not be deemed to be exclusive or to limit in any court in way the States of California or Delaware having subject matter jurisdiction thereof and other circumstances in which venue is proper seeking an initial determination by the court or challenging any such determination by Indemnitee may be deemed to have met the Reviewing Party or any aspect thereof, and the Company hereby consents to service applicable standard of process and to appear conduct set forth in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Section 3.

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.