Common use of Certain Limitations Clause in Contracts

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE IX is referred to as the “Indemnified Party”, ” and a Party the party against whom such claims are that claim is asserted under this Section 7 ARTICLE IX is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 9.02 and Section 7.3 shall be 9.03 is subject to the following limitations: (a) The Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 7.2 9.02(a) or Section 7.39.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 9.02(a) or Section 7.3 9.03(a) exceeds $1 million (the “Deductible”)JPY10,000,000, in which event the Indemnifying Party shall only be required to pay or be liable only for Losses in excess of the Deductiblethis amount. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 9.02(a) or Section 7.3 9.03(a), as the case may be, shall will not exceed 10(i) 40% of the purchase price paid Share Purchase Price actually received by Toppan, if Toppan is the Indemnifying Party, or received(ii) 20% of the Share Purchase Price, as appropriateif VIA is the Indemnifying Party, by unless VIA’s indemnification obligation arises from its failure to pay the Indemnified Party pursuant to this AgreementShare Purchase Price, in which event VIA’s liability will not exceed 100% of the Share Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 9.02 or Section 7.3 9.03 in respect of any Loss shall will be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to before seeking indemnification under this Agreement. (d) Payments by an Indemnifying Indemnified Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall will be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. If an Indemnified Party is required under this Agreement to indemnify an Indemnified Party for a Loss suffered by the Indemnified Party (the “Indemnified Loss”) and if it is reasonably expected that the Indemnifiable Loss could lead the Indemnified Party to realize a tax benefit but the realization of the tax benefit is not certain when the Indemnifying Party must pay the Indemnifiable Loss, the Indemnifying Party may withhold payment of the portion of the Indemnifiable Loss equal to the reasonably expected tax benefit (the “Anticipated Tax Benefit Amount”) until it is possible to confirm whether the tax benefit will be realized. As soon as the amount of the realized tax benefit has been confirmed, the Indemnifying Party shall pay to the Indemnified Party the difference between the withheld Anticipated Tax Benefit Amount and the actually realized tax benefit. For the avoidance of doubt, the Indemnifying Party shall pay the portion of the Indemnifiable Loss other than the Anticipated Tax Benefit Amount. (e) In no event shall will any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall Toppan will not be liable under this Section 7 Agreement for any Losses based upon or arising out of any inaccuracy a fact or event that occurred before the Closing and that Toppan disclosed to VIA either (i) in the Disclosure Schedule, or breach of any of (ii) in the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the ClosingData Room.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Seller Parties shall not be required to indemnify the Buyer Indemnified Parties for those portions of any Damages that resulted from any breach of Buyer’s obligations under this Agreement. No Buyer Indemnified Party shall be indemnified more than once for the same Damages. (b) The Seller Parties shall not be liable to the Buyer Indemnified Party Parties for indemnification under (i) Section 11.01(a) for any single claim or series of claims arising out of substantially the same or the same type or nature of events, circumstances or underlying facts unless the amount of such claim or series of claims exceeds Ten Thousand Dollars ($10,000). (c) Any amounts owed by the Seller Parties for indemnification under Section 7.2 or Section 7.311.01 shall be satisfied as follows: (i) first, as a payment by the Escrow Agent from the Escrow Fund; and (ii) after such Escrow Fund has been exhausted, second, directly against the Seller Parties, subject to, in each case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million clauses (the “Deductible”i) and (ii), the other limitations in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductiblethis Article XI. (bd) The aggregate amount In no event shall any Buyer Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Damages for purposes of all Losses for which an Indemnifying Party shall this Agreement (including amounts indemnifiable under Section 11.01) be liable pursuant deemed to Section 7.2 or Section 7.3 include (i) any damages that are not reasonably foreseeable as the case may be, shall not exceed 10% of the purchase price paid date of this Agreement or received(ii) liquidated damages, as appropriatelost profits, lost revenue or punitive, special or exemplary damages and, in particular, damages calculated by “multiple of profits” or “multiple of cash flow” or similar valuation methodology, except to the extent awarded by a court of competent jurisdiction to a Third Person in connection with a Third Person Claim. (e) Buyer shall (and shall cause its Affiliates, including the Acquired Companies to) use commercially reasonable efforts to obtain insurance proceeds, Tax benefits and other third party recoveries with respect to any claim for indemnification under this Article XI. Any indemnity payment made by the Seller Parties to any Buyer Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss Article XI shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result insurance proceeds, Tax benefits and other third party recoveries actually received by such indemnified party in respect of such Loss by claim minus the Indemnified Party. sum of reasonable out-of-pocket expenses (eincluding reasonable and documented attorneys’ fees and expenses) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach recovery of this Agreement, or diminution of value or any damages based on any type of multiplesuch proceeds. (f) Each Indemnified Party shall takehereby agrees that it shall, and it shall, to the extent required by applicable Law, cause its Affiliates to taketo, all reasonable steps to mitigate any Loss Damages to be indemnified under this Article XI upon and after becoming aware of any event or circumstance condition that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach any Damages that gives rise to such Lossmay be indemnifiable hereunder. (g) The Indemnifying No information or knowledge acquired prior to the Effective Date, or investigations conducted, by Buyer or its representatives of the Acquired Companies, their respective Businesses, assets, Liabilities or otherwise, prior to the Effective Date, shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification or other claim by Buyer or any Buyer Indemnified Party shall not be liable under this Section 7 for Agreement. (h) Notwithstanding anything in this Agreement to the contrary, the sole recourse of any Losses based upon or Buyer Indemnified Party with respect to an indemnification claim arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior relating to the Closingtransactions contemplated by the Real Estate Purchase Agreement (and any real or personal property purchased pursuant to such agreement) shall be the indemnification provisions set forth in the Real Estate Purchase Agreement.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Notwithstanding anything to the contrary set forth in this Agreement, except to the extent caused by a Party’s Fraud or intentional misconduct, the maximum aggregate liability of either Party with respect to breaches of representations or warranties made hereunder (other than the Fundamental Representations) shall not exceed $500,000.00, and neither Party shall not be liable obligated to indemnify the Indemnified other Party for indemnification under Section 7.2 or Section 7.3its Affiliates with respect to Losses arising from breaches of such representations or warranties until such Losses, as in the case may beaggregate, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds exceed $1 million 37,500.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Notwithstanding anything to the contrary set forth in this Agreement, the maximum aggregate amount liability of all Losses for which an Indemnifying either Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of an amount equal to the purchase price Purchase Price paid or received, as appropriate, by at the Indemnified Party pursuant to this AgreementClosing. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Acquired Companies) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not No Losses may be liable under this Section 7 for any claimed hereunder to the extent that such Losses based upon or arising out of any inaccuracy either (i) were included in or breach of any the calculation of the representations or warranties contained Purchase Price (pursuant to Section 2.2) or, (ii) had they been factored into calculating the Purchase Price (pursuant to Section 2.2), would not have resulted in Section 2 or Section 3 if a reduction in the Indemnified Party had knowledge of such inaccuracy or breach prior to the ClosingPurchase Price.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable with respect to any Losses incurred by the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses Purchaser in respect of indemnification under Section 7.2 3.8 only where the amount of each of such indemnity claims does not exceed USD 500,000 (or Section 7.3 exceeds $1 million (the “Deductible”its equivalent in another currency), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount maximum liability for each Seller with respect to any Losses incurred by the Purchaser in respect of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 3.8 only shall not exceed an amount equal to 10% of such Seller’s respective portion of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts not be entitled to recover under insurance policies this Agreement or indemnity, contribution any other agreement or other similar agreements for any document entered into or delivered concurrent with or in connection with the execution of this Agreement more than once in respect of the same Losses prior to seeking indemnification under this Agreementsuffered. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for indemnification under Section 7.2 for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating except to the extent any of the foregoing (i) is the reasonably foreseeable result of the applicable breach or alleged breach of (ii) is payable in connection with a Third Party Claim. (e) Notwithstanding anything in this AgreementAgreement to the contrary, or diminution of value or any damages based on Loss under this Article VII shall be determined without giving effect to any type of multiplequalification contained in any representation and warranty as to materiality, including material adverse effect. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Notwithstanding anything in this Agreement to the minimum extent necessary contrary, the limitations on indemnification and liability set forth in this Section 7.3 shall not apply to remedy the breach that gives rise to such Lossa claim for Losses arising out of fraud or willful misconduct by any Party. (g) The For the avoidance of doubt, an Indemnified Party shall be entitled to recover from the applicable Indemnifying Party shall not be liable under this Section 7 Article VII for any Losses based upon or incurred by such Indemnified Party arising out of any inaccuracy in or resulting from the breach of any representation, warranty, covenant or agreement contained herein, as applicable, whether or not such Indemnified Party (or any of its Affiliates or Representatives) had any knowledge of the representations breach (or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy any other facts or breach circumstances relating thereto) on or prior to the Closingdate hereof.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 6.2 and Section 7.3 6.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 6.2(a) or Section 7.36.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 6.2(a) or Section 7.3 6.3(a) exceeds $1 million 10,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess all Losses, including the amount of the Deductible; provided, however, that notwithstanding the foregoing, the Deductible shall not apply with respect to Losses caused by the fraud, criminal activity or willful misconduct by or of a party hereto (collectively, “Fraud”). (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 7.2 or Section 7.3 as Article VI, and the case may beaggregate amount of all Losses for which Buyer shall be liable pursuant to Article VI, respectively, shall not exceed 10% of the purchase price paid or receivedPurchase Price; provided, as appropriatehowever, that notwithstanding the foregoing, the limitation in this Section 6.4(b) shall not apply with respect to Losses caused by the Indemnified Party pursuant to this AgreementFraud. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates and Representatives to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 8 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 8 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.2 or Section 7.38.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.2 or Section 7.3 8.3 exceeds $1 million (the “Deductible”)million, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductibleall such Losses. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.2 or Section 7.3 8.3 as the case may be, shall not exceed 10100% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement, provided, however, that the payment for all such Losses shall be offset by any and all amount received by the Purchaser for the disposal in any way of any Shares it owns. This Subsection 8.4(b) shall terminate and be of no further force or effect immediately when the Purchaser owns less than half of its Shares initially purchased under this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 8 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 8 shall be subject to the following limitations: (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 8 until the aggregate amount of all Losses losses in respect of indemnification under Section 7.2 or Section 7.3 8 exceeds $1 million 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses losses in excess of the Deductible. (bii) The aggregate amount of all Losses losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 8 shall not exceed 10% of the purchase price paid $2,000,000. This limitation shall not apply to any claim for fraud or received, as appropriate, by the Indemnified Party pursuant to this Agreementwillful misconduct. (ciii) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses losses prior to seeking indemnification under this Agreement. (div) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss loss by the Indemnified Party. (ev) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fvi) Each Indemnified Party shall take, and cause its Affiliates affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossloss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Notwithstanding anything to the contrary set forth in this Agreement, except to the extent caused by a Party’s Fraud or intentional misconduct, the maximum aggregate liability of either Party with respect to breaches of representations or warranties made hereunder (other than the Fundamental Representations) shall not exceed $5,000,000, and neither Party shall not be liable obligated to indemnify the Indemnified other Party for indemnification under Section 7.2 or Section 7.3its Affiliates with respect to Losses arising from breaches of such representations or warranties until such Losses, as in the case may beaggregate, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds exceed $1 million 375,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Notwithstanding anything to the contrary set forth in this Agreement, the maximum aggregate amount liability of all Losses for which an Indemnifying either Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of an amount equal to the purchase price Purchase Price paid or received, as appropriate, by at the Indemnified Party pursuant to this AgreementClosing. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not No Losses may be liable under this Section 7 for any claimed hereunder to the extent that such Losses based upon or arising out of any inaccuracy either (i) were included in or breach of any the calculation of the representations or warranties contained Purchase Price (pursuant to Section 2.2) or, (ii) had they been factored into calculating the Purchase Price (pursuant to Section 2.2), would not have resulted in Section 2 or Section 3 if a reduction in the Indemnified Party had knowledge of such inaccuracy or breach prior to the ClosingPurchase Price.

Certain Limitations. A Party The Buyer Indemnitee or Seller Indemnitee making a claim under this Section 7 Article 8 is referred to as the “Indemnified Party”, and a the Party against whom such claims are claim is asserted under this Section 7 Article 8 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.2(a) or Section 7.38.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.2(a) or Section 7.3 8.3(a) exceeds $1 million 460,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.2(a) or Section 7.3 8.3(a), as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach or circumstance that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, ,” and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a), as applicable, exceeds $1 million 12,500 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed 10% of $300,000, except that there shall be no limit on the purchase price paid liability under Section 7.02(a) or received, as appropriate, by the Indemnified Party pursuant to this AgreementSection 7.03(a) for Fraud. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or CNEL) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 ARTICLE VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or 7.02 and Section 7.3 7.03(a) exceeds $1 million 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to under Section 7.2 7.02(a) or Section 7.3 7.03(a), as the case may be, shall not exceed 10% an amount equal to the amount actually paid by Investor to Company under Section 2.01(a), Section 2.01(b), and Section 2.01(c) as of the purchase price paid or received, as appropriate, by date of the Indemnified Party pursuant to this Agreementapplicable claim. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (ge) The In no event shall any Indemnifying Party shall not be liable under this Section 7 to any Indemnified Party for any Losses based upon punitive, incidental, consequential, special, or arising out indirect damages, including loss of any inaccuracy in future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closingmultiple.

Certain Limitations. A Party The party making a claim under this Section 7 is referred to as the “Indemnified Party”, ,” and a Party the party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.B and Section 7.3 7.C shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b1) The aggregate amount of all Losses for which an the Indemnifying Party Parties shall be liable pursuant to Section 7.2 7.B or Section 7.3 7.C(1) as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, value of the Total Consideration (except in the case of Fraud). In the case of “Fraud” (meaning common law fraud under the laws of the State of New York with respect to the representations and warranties made by the Indemnified Party pursuant to Company in this AgreementAgreement and relied upon by ALPP) the aggregate amount of all Losses for which the Indemnifying Parties shall be liable, in the aggregate, shall not exceed the value of the Total Consideration actually received by the Indemnifying Parties. (c2) The liability of the Indemnifying Parties for indemnification hereunder shall be several but not joint. (3) Payments by an Indemnifying Party pursuant to Section 7.2 7.B or Section 7.3 7.C in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d4) Payments by an Indemnifying Party pursuant to Section 7.2 7.B or Section 7.3 7.C in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e5) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f6) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g7) The Indemnifying Party Company shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Company contained in Section 2 or Section 3 this Agreement if the Indemnified Party ALPP had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, ,” and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) a. The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.2(a) or Section 7.37.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds One Hundred Thousand Dollars ($1 million 100,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount ; provided, however, that Losses suffered as a result of all Losses for which an any inaccuracy in, or the breach of, any of the Seller Fundamental Representations or the Buyers Fundamental Representations shall not be subject to the Deductible and the Indemnifying Party shall pay and be liable for all Losses arising therefrom. b. The maximum aggregate liability of Seller pursuant to Section 7.2 or 7.2(a) for any and all Losses suffered by Buyers shall be One Million Dollars ($1,000,000); provided, however, that the limitation set forth in this Section 7.3 as the case may be, 7.4(b) shall not exceed 10% apply to Losses suffered as a result of any inaccuracy in, or the breach of, any of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementSeller Fundamental Representations. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) c. Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the Indemnified Party. (e) d. An Indemnified Party will not be entitled to be indemnified with respect to any Loss which was included in the determination of Closing Net Working Capital. e. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity damages relating to the breach or alleged breach of this Agreement, Agreement (other than any such damages paid or diminution of value or any damages based on any type of multiplepayable to a third party by an Indemnified Party and as to which such Indemnified Party is entitled to indemnification pursuant to this Article VII). (f) f. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VI is referred to as the “Indemnified Party”, ,” and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VI is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 6.02 and Section 7.3 shall 6.03 will be subject to the following limitations: (a) The Except with respect to the Seller Fundamental Representations and Buyer Fundamental Representations, the Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 7.2 6.02 or Section 7.36.03, as the case may be, until the aggregate amount of all Losses in respect of indemnification under either Section 7.2 6.02 or Section 7.3 6.03, as applicable, exceeds $1 million 50,000 (the “Deductible”), in which event the Indemnifying Party shall will only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall will be liable pursuant to either Section 7.2 6.02 or Section 7.3 6.03, as the case may beapplicable, shall will not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 6.02 or Section 7.3 6.03 in respect of any Loss shall will be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall will use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 6.02 or Section 7.3 6.03 in respect of any Loss shall will be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall will any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall will take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall Seller will not be liable under this Section 7 ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A The Party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, ,” and a the Party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 10,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Subject to the other limitations herein and excluding Buyer’s obligation to pay the Purchase Price, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02 or Section 7.3 7.03, as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$1,000,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this AgreementAgreement (but excluding third party claims that include such Losses), or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 ARTICLE VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer (x) had knowledge of such inaccuracy or breach prior to the Closing and (y) did not insist in writing upon the remediation thereof prior to the Closing.

Certain Limitations. A The Party making a claim under this Section 7 ARTICLE IX is referred to as the “Indemnified Party”, and a the Party against whom such claims are asserted under this Section 7 ARTICLE IX is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations:. (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or 9.2 and Section 7.3 9.3, as the case may beapplicable, shall not exceed ten percent (10% %) of the purchase price paid Purchase Consideration; (b) Notwithstanding the foregoing, the limitations set forth in Section 9.4(a) shall not apply to Losses based upon, arising out of, with respect to or receivedby reason of (i) for claims based on fraud, as appropriate, by or (ii) an Employee Related Excluded Liability for which the Indemnified aggregate amount of such Losses for which an Indemnifying Party pursuant to this Agreementshall be liable shall not exceed the Purchase Consideration. (c) Notwithstanding the foregoing, the limitations set forth in Section 9.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any Buyer Fundamental Representation or Seller Fundamental Representation, or (ii) an IP Related Excluded Liability, for which the aggregate amount of such Losses for which an Indemnifying Party shall be liable shall not exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). (d) Payments by an Indemnifying Party pursuant to Section 7.2 9.2 or Section 7.3 9.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior Losses; provided, however, that the inability to seeking indemnification recover any amount under such insurance policies, indemnity, contribution or similar agreements shall not reduce or restrict the ability or right of the Indemnified Party to be indemnified pursuant to the terms of this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.3, as 7.03(a) (other than in respect of the case may be, Fundamental Representations) until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 1.00% of the Base Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or only be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02 or Section 7.3 as 7.03 (other than for a claim for indemnification under Section 7.02(d) or for breach of a covenant to be performed at or following the case may be, Closing) shall not exceed 10% $21,450,000 (the “Cap”). The aggregate amount of the purchase price paid or received, as appropriate, by the Indemnified Party all Losses for which Seller shall be liable pursuant to this AgreementSection 7.02(d) or for which Buyer shall be liable pursuant to Section 7.03 shall not exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited reduced by an amount equal to the net amount of any liability or damage that remains after deducting therefrom any insurance proceeds and or any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claimLoss. The Indemnified Party shall (i) use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior and (ii) to seeking indemnification the extent the Indemnified Party is unable to recover amounts under this Agreementclause (i) sufficient to cover any Losses (such amounts, the “Uncovered Amounts”), upon the written request of the Indemnifying Party, assign to the Indemnifying Party the right to recover the Uncovered Amounts under such insurance policies or indemnity, contribution, or other similar agreements and use commercially reasonable efforts to cooperate with the Indemnifying Party’s claims thereunder. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced (but not below zero) by an amount equal to any tax benefit savings from a deduction or loss currently realized or reasonably expected to be realized in the year of such Loss as a result of such Loss by the Indemnified Party (a “Tax Benefit”). A Tax Benefit shall be considered realized by an Indemnified Party only to the extent that, but for such Tax Benefit, such Indemnified Party’s Tax liability in the year of the Loss would be higher than it is with such Tax Benefit and only when such reduction is reflected on a final year-end Tax Return (e.g., Tax deductions, losses and credits of such Indemnified Party that do not result from the event giving rise to the indemnity payment shall be deemed to be used prior to the use of any deduction, loss or credit that does result from the event giving rise to the indemnity payment). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating except if and to the breach or alleged breach of this Agreement, or diminution of value or extent any such damages based on any type of multipleare recovered against an Indemnified Party pursuant to a Third-Party Claim. (f) Each Indemnified Party shall take, and cause its Affiliates to take, to the extent required by Law, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 parties agree that for any Losses based upon purposes of (i) determining whether there has been a breach of or arising out of any inaccuracy in any representation or breach warranty subject to indemnification pursuant to this Article VII and (ii) calculating the amount of Losses with respect thereto, such representations and warranties alleged to have been breached shall be construed as if any qualification or limitation with respect to materiality, whether by reference to the terms “material,” “in all material respects,” “in any material respect” or “Material Adverse Effect” or words of similar import, were omitted from the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge text of such inaccuracy or breach prior to the Closingrepresentations and warranties.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “"Indemnified Party”", and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.3, 7.03(a) as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 exceeds 7.03(a) exceed Fifty Thousand Dollars ($1 million 50,000) (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementCash Payment. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity punitive damages relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ‎Article VIII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 Sections 8.01 and Section 7.3 8.02 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.01(a) or Section 7.38.02(a), as the case may beapplicable, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million 10,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.01(a) or Section 7.3 8.02(a), as the case may beapplicable, shall not exceed 10% $345,000, other than for Losses arising from the fraud of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreementan Indemnifying Party. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.01(a) or Section 7.3 8.02(a), as applicable in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 this Article XI shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 11.1 until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 thereunder exceeds $1 million 250,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible.; (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 11.1 shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement.Indemnity Escrow Shares; (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 this Article XI in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.Losses; and (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VI is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VI is referred to as the “Indemnifying Party.”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 6.02(a) or Section 7.36.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 6.02(a) or Section 7.3 6.03(a) exceeds fifty thousand dollars ($1 million 50,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible.. No claim or claims brought by a party against another party may exceed, in the aggregate, the value of the Stock Consideration as measured by the closing bid price for the Parent’s common stock on the Closing Date (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 6.02 or Section 7.3 6.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (dc) Payments by an Indemnifying Party pursuant to Section 7.2 6.02 or Section 7.3 6.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ed) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) The Indemnifying Party Stockholder shall not be liable under this Section 7 ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Company contained in Section 2 or Section 3 this Agreement if the Indemnified Party Parent had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Except with respect to breaches or inaccuracies of any Fundamental Representation, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, be until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 75,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Except with respect to breaches or inaccuracies of any Fundamental Representation, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$2,000,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or a Target) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 ARTICLE VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a), or Section 7.3 7.03(a), as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementFive Hundred Thousand Dollars ($500,000). (cb) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (dc) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ed) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) The Indemnifying Party Seller shall not be liable under this Section 7 Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 165,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a), as the case may be, shall not exceed 10% $2,500,000.00 (the “Cap”); (c) Notwithstanding anything to the contrary contained in this Agreement, neither the Deductible nor the Cap shall apply to any Losses resulting from or arising out of (i) fraud or willful breach or (ii) a breach of any Fundamental Representation or Tax Representations, nor shall any such Losses apply toward satisfaction of the purchase price paid Deductible or received, as appropriate, by the Indemnified Party pursuant to this AgreementCap. (cd) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom the actual amount of any insurance proceeds and any indemnity, contribution or other similar payment received realized by and paid to or reasonably expected to be received by the paid on behalf of such Indemnified Party in respect of any such claimclaim (net in each case of (i) any costs incurred to recover such amounts (including any related retrospective premium adjustments resulting from assertion of such claims) and (ii) any Losses in respect of the same matter that are not subject to indemnification hereunder solely by virtue of the limitations in this Article VII) (collectively, “Recoverable Proceeds”). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement; provided, that any costs or expenses reasonably incurred in connection with such commercially reasonable mitigation efforts shall constitute Losses subject to indemnification hereunder (subject to the other limitations on indemnification provided in this Article VII). (de) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of to any Loss shall be reduced by an amount equal to any tax net Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the Indemnified Party. If the cash benefit has not been obtained at the time the Indemnifying Party makes the payment, the Indemnifying Party shall pay the full amount of the Loss. Within thirty (30) days after the actual receipt of a net Tax benefit by the Indemnified Party, the Indemnified Party shall pay such amount to the Indemnifying Party. (ef) Any amount payable by an Indemnifying Party pursuant to this Article VII shall be paid promptly and payment shall not be delayed pending any determination of Recoverable Proceeds. In any case where an Indemnified Party recovers from a third Person any Recoverable Proceeds and/or any other amount in respect of any Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Article VII, such Indemnified Party shall promptly pay over to the Indemnifying Party such Recoverable Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, damages or diminution of value or any damages based on any type of multiplemultiple (including without limitation any multiple of profits or multiple of cash flow), except and to the extent such damages are awarded in a Third Party Claim for which the Indemnifying Party has an indemnification obligation under this Agreement. (fh) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “"Indemnified Party”", and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02 or Section 7.37.03, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02 or Section 7.3 7.03 exceeds $1 million 75,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02 or Section 7.03, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $75,000 (which Losses shall not be counted toward the Deductible). (b) The Indemnified Party shall not be indemnified pursuant to Section 7.02 or Section 7.03, as the case may be, with respect to any Loss if the aggregate amount of all Losses for which an Indemnifying the Indemnified Party shall be liable has received indemnification pursuant to Section 7.2 7.02 or Section 7.3 as 7.03 has exceeded $500,000 during the case may be, shall not exceed 10% of first year after the purchase price paid or received, as appropriate, by Closing Date and $750,000 during the Indemnified Party pursuant to this Agreementsecond year from the Closing Date. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 this Article VI shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible[Reserved]. (b) The aggregate amount of all Losses Damages for which an Indemnifying Party Seller shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, this Article VI shall not exceed 10% the Purchase Price actually received by Seller. The aggregate amount of the purchase price paid or received, as appropriate, by the Indemnified Party all Damages for which Purchaser shall be liable pursuant to this AgreementArticle VI shall not exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 this Article VI in respect of any Loss Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses Damages prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 this Article VI in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such LossDamages. (g) The Indemnifying Party Seller shall not be liable under this Section 7 Article VI for any Losses Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Purchaser had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A The Party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, ,” and a the Party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party Buyer for indemnification under Section 7.2 or Section 7.3, as the case may be, 7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 7.02(a) exceeds Seventy-Five Thousand Dollars ($1 million 75,000) (the “Deductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 7.2 or 7.02(a) shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000). (c) Notwithstanding the foregoing, the limitations set forth in Section 7.3 7.04(a) and Section 7.04(b), as the case may be, shall not exceed 10% apply to Losses based upon, arising out of, with respect to or by reason of the purchase price paid any inaccuracy in or receivedbreach of any representation or warranty in Section 3.01 (Organization and Authority of Seller), as appropriateSection 3.03 (Capitalization), by the Indemnified Party pursuant to this AgreementSection 3.16 (Taxes) and Section 3.19 (Brokers) or on account of Seller’s fraudulent or criminal misconduct. (cd) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03, as the case may be, in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or its Affiliates) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying . To the extent that any Indemnified Party is entitled to indemnification pursuant to Section 7.2 7.02 or Section 7.3 in respect of any Loss 7.03, the Indemnifying Party shall be reduced by an amount equal entitled to exercise, and shall be subrogated to, any tax benefit realized rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that any Indemnified Party may have to insurance policies or similar contracts with respect to which such Indemnified Party is a beneficiary. Each Indemnified Party shall take such actions as the Indemnifying Party may reasonably expected request for the purpose of enabling the Indemnifying Party to be realized as a result perfect or exercise the right of such Loss by subrogation of the Indemnified PartyParty under this Section 7.04(d). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, statutory, exemplary or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, in each case, regardless of whether such damages were foreseeable and whether or not Seller or its Affiliates or Representatives has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03, as the case may be, in respect of any Loss shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes realized by any Indemnified Party as a result of the Losses giving rise to such indemnity claim. If the indemnity amount is paid prior to any Indemnified Party realizing any actual reduction in cash payments for Taxes in connection with the Losses giving rise to such payment, and such Indemnified Party subsequently realizes such actual reduction in cash payments for Taxes, then such Indemnified Party shall pay the amount of such actual reduction in cash payments for Taxes (but not in excess of the indemnification payment or payments paid by the Indemnifying Party with respect to such Losses) to the Indemnifying Party. (h) Each Party agrees that, for so long as such Party has any right of indemnification pursuant to Section 7.02 or Section 7.03, it will not, and agrees to use its commercially reasonable efforts to ensure that its Affiliates (including with respect to Buyer following the Closing Date, the Target Group) do not, voluntarily or by discretionary action (including conducting any invasive sampling or testing), accelerate the timing, or increase the cost, of any obligation of any Indemnifying Party under pursuant to Section 7.02 or Section 7.03 (any such voluntary or discretionary action, a “Prohibited Action”); provided, however that the “Prohibited Action” shall not be deemed to include any action which in the written opinion of Indemnified Party’s legal counsel is required to be taken in order to be in compliance with applicable Law. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be liable under this Section 7 obligated to indemnify any Indemnified Party for any Losses based upon or Loss arising out of or by reason of or in connection with or due to any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the ClosingProhibited Action.

Certain Limitations. A Party The party making a claim under this Section 7 8 is referred to as the “"Indemnified Party”", and a Party the party against whom such claims are asserted under this Section 7 8 is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 8.1 and Section 7.3 8.2 shall be subject to the following limitations: (a) 8.4.1. The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.2 or Section 7.38.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.2 or Section 7.3 8.3 exceeds $1 million 50,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification 8.2 or 8.3, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) 8.4.2. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.2 or Section 7.3 8.3, as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement150,000 Warrants. (c) 8.4.3. Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) 8.4.4. Payments by an Indemnifying Party pursuant to Section 7.2 8.2 or Section 7.3 8.3 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) 8.4.5. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) 8.4.6. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party 8.4.7. Seller shall not be liable under this Section 7 Article 8 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) a. The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 40,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) b. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$2,000,000. (c) c. Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) d. Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) e. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VI is referred to as the “"Indemnified Party”, ," and a Party the party against whom such claims are asserted under this Section 7 Article VI is referred to as the “"Indemnifying Party”. ." The indemnification provided for in Section 7.2 and Section 7.3 6.2 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 6.2 (a) or Section 7.3 6.2 (b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (db) Payments by an Indemnifying Party pursuant to Section 7.2 6.2 (a) or Section 7.3 6.2 (b) in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ec) In no event shall any Indemnifying Party be liable to any Indemnified Party for for: (i) any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, or (ii) any amounts that would in the aggregate exceed Fifty Thousand ($50,000) dollars. (fd) Each Indemnified Party shall take, and cause its Affiliates affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article 8 is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article 8 is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.02(a) or Section 7.38.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.02(a) or Section 7.3 8.03(a) exceeds $1 million (the “Deductible”)350,000, in which event the Indemnifying Party shall only be required to pay or be liable for all such Losses in excess of back to the Deductiblefirst dollar. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.02(a) or Section 7.3 8.03(a), as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$3.0 million. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business Shipwreck Business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) The Indemnifying Party Seller shall not be liable under this Section 7 Article 8 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified any Buyer Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A The Party making a claim under this Section 7 Article VIII is referred to as the “Indemnified Party”, ” and a Party the party against whom such claims are asserted under this Section 7 Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, this Article VIII until the aggregate amount of all Losses in respect of such indemnification under Section 7.2 or Section 7.3 exceeds $1 million 25,000 (the “Deductible”"Basket"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the DeductibleBasket. (b) The Except in the case of fraud or willful misconduct, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.02(a) or Section 7.3 8.03(a), as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$1,000,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Member shall not be liable under this Section 7 Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Company or Member contained in Section 2 or Section 3 this Agreement if the Indemnified Party Parent had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million the Material Contract Value (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or 7.02or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 7.05 is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02, 7.03 and Section 7.3 7.04 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02, Section 7.03 or Section 7.37.04, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02, Section 7.03 or Section 7.3 7.04 exceeds $1 million 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02, Section 7.03 or Section 7.04, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $50,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02, Section 7.03 or Section 7.3 7.04, as the case may be, shall not exceed 10% twenty (20%) percent of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02, Section 7.03 or Section 7.3 7.04 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02, Section 7.03 or Section 7.3 7.04 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Selling Parties shall not be liable under this Section 7 Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Selling Parties contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The No Indemnifying Party Parties, individually or collectively, shall be obligated to indemnify any Indemnified Parties, individually or collectively, under Section 7.2(a) or Section 7.3(a) with respect to any claim which is not be liable brought prior to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess expiration of the Deductible. (b) The corresponding survival period set forth in Section 7.1. In addition, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.2(a) or Section 7.3 7.3(a), as the case may be, shall not exceed ten percent (10% %) of the purchase price paid Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 7.4(a) shall not apply to indemnification claims under Section 7.2(a) or received, Section 7.3(a) arising out of any inaccuracy in or breach of any of the Fundamental Representations or as appropriate, a result of fraud or intentional misrepresentation by the Indemnified Party pursuant to this AgreementIndemnifying Party. (cb) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ec) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fd) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 7.02 shall be subject to the following limitations: (a) The Other than with respect to the Fundamental Matters, or common law fraud or intentional misrepresentation, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 thereunder exceeds $1 million (the “Deductible”)250,000, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductiblethereof. (b) The Other than with respect to the Fundamental Matters, or common law fraud or intentional misrepresentation, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as 7.02(a) and pursuant to the case may be, Transition Services Agreement shall not exceed 10% $4,000,000 in the aggregate; provided, however, that the aggregate amount of the purchase price paid or received, as appropriate, by the Indemnified all Losses for which an Indemnifying Party shall be liable pursuant to this AgreementSection 7.02(a) with respect to Fundamental Matters and/or pursuant to Sections 7.02(b) – (e) shall not exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 7.02 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under Loss, in each case net of income Taxes payable upon the receipt of such insurance policies or indemnity, contribution proceeds or other similar agreements for any Losses prior to seeking indemnification under this Agreementpayment. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 ARTICLE VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge Knowledge of such inaccuracy or breach prior to the Closing. (f) No Indemnified Party will be entitled to recover from an Indemnifying Party for any Losses as to which indemnification is provided under this Agreement for, and the Parties expressly waive any right to recover, any punitive, consequential or exemplary damages (other than any such damages that are components of damages awarded to any third party for any claim for which such Indemnified Party is entitled to indemnification hereunder).

Certain Limitations. A The right to indemnification by any Indemnified Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 Article 5 shall be subject to the following limitationslimited as follows: (a) The Indemnifying Party shall not be liable to the amount of any Damages for which an Indemnified Party for claims indemnification under Section 7.2 this Agreement shall be reduced by any insurance proceeds actually received with respect to such Damages (net of any expenses or Section 7.3costs of collection incurred by such Indemnified Party in recovering such amounts, as the case may beincluding any increases in premiums under any insurance policies where such increase directly resulted from any such insurance payments), until the aggregate amount of all Losses other amounts recovered from a third party pursuant to indemnification or otherwise in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”)such Damages, in which event each case, net of out-of-pocket costs and expenses reasonably incurred by such Indemnified Party and any accruals or reserves specifically included in the Indemnifying Party shall only be required to pay Financial Statements with respect to, or be liable for Losses attributable to, any such Damages or any amount included in excess of the Deductible.Pre-Closing Statement with respect to, or attributable to, any such Damages; (b) The aggregate amount if an Indemnified Party shall recover Damages in respect of all Losses for which an Indemnifying a claim of indemnification under this Article 5, no other Indemnified Party shall be liable pursuant entitled to Section 7.2 or Section 7.3 as recover the case may be, shall not exceed 10% same Damages in respect of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement.a claim for indemnification; and (c) Payments by an Indemnifying no Party pursuant will be entitled to Section 7.2 or Section 7.3 recover Damages in respect of any Loss claim under this Agreement or otherwise obtain indemnification more than once in respect of the same Damages suffered. If any circumstance gives rise to more than one right of claim or constitutes a breach of more than one representation, warranty, covenant or agreement hereunder, the relevant party shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected entitled to be received by the Indemnified Party indemnified or make recovery only once in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementcircumstance. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VI is referred to as the “"Indemnified Party”", and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VI is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 6.02 and Section 7.3 6.03 (a) and (b) shall be subject to the following limitations: (a) The No Loss arising out of a party’s breach of a representation or warranty contained in this Agreement for which an Indemnifying Party shall not would otherwise be liable pursuant to the Indemnified Party for indemnification under Section 7.2 6.02 or Section 7.36.03(a) (a) and (b), as the case may be, until shall give rise to an indemnification obligation under this Agreement unless such Loss, after reduction by any insurance proceeds and any third party indemnity, contribution or other similar payment received or reasonably expected to be received by the aggregate amount of all Losses Indemnified Party in respect of indemnification under Section 7.2 any such Loss, equals or Section 7.3 exceeds the sum of $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) 25,000. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 6.02 or Section 7.3 6.03(a) (a) and (b), as the case may be, shall not exceed 10% the sum of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$750,000. (cb) Payments by an Indemnifying Party pursuant to Section 7.2 6.02 or Section 7.3 6.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any third party indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ec) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, speculative, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fd) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject following limitations to the following limitationsindemnity shall ------------------- apply: (a) The Indemnifying Party shall not be liable Either party's obligation to the Indemnified Party indemnify for indemnification under Section 7.2 and its liability in respect of Seller's Obligations or Section 7.3Buyer's Obligations, as the case may be, until referred to in either Section 13.2 or 13.3 shall accrue only if the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 such obligations exceeds $1 million (the “Deductible”)175,000.00, in which event the Indemnifying Party and then, either party shall only be required to pay or be liable to the for Losses all such obligations in excess of such initial $175,000.00, subject to the Deductible.limitations otherwise contained herein; (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 either the Seller's obligations or Section 7.3 Buyer's obligations, as the case may be, shall not exceed 10% be reduced by the amount of any tax benefit attributable to such party's losses as, when and only to the extent that such party actually realizes such tax benefit and the net amount such party recovers from any insurer or other party liable for such losses, and the responsible party shall use all reasonable efforts to effect such recovery. If a tax benefit attributable to any party's losses is subsequently disallowed in any tax audit or administrative or court proceeding, the affected party shall promptly make a payment to the other party equal to the amount by which the losses were reduced as a result of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement.subsequently disallowed tax benefit; and (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to If the amount of any liability or damage that remains limitation pursuant to this Section is determined after deducting therefrom payment by the appropriate party of any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected amount otherwise required to be received paid pursuant to this Section 13, said party shall repay to the other party promptly, after such determination, any amount that said party would not have had to pay pursuant to this Section 13 had such determination been made at the time of such payment. Except as provided otherwise in Section 13.4, the indemnifying party shall bear all costs of such contests and shall indemnify and hold the party seeking indemnification harmless against and from all costs, fees, and expenses of such contest. Unless and until the indemnifying party elects to prosecute the contest, the party seeking indemnification shall have the full right, at its option, to do so and to look to the indemnifying party under the provisions of this Agreement for the amount of the costs, if any, of prosecuting the contest. The failure of the indemnifying party to respond in writing to the aforesaid notice of the party seeking indemnification with respect to such contest within twenty (20) days after the receipt thereof shall be deemed an election not to prosecute the same. If the indemnifying party fails to prosecute the contest and the party seeking indemnification does not prosecute the contest or does so and the decision is rendered against it, the amount paid by the Indemnified Party party seeking indemnification to the third party in respect settlement or satisfaction of the contest shall be deemed a valid claim hereunder. In the event that the contest involves any Seller's Obligations, Buyer shall have the right to offset the amount of the costs, if any, incurred by Buyer in prosecuting the contest together with any sums owed in connection with the resolution or settlement thereof against amounts which may be owed by Buyer to Seller. The parties hereto shall make mutually available to each other all relevant information in their possession relating to any such claim. The Indemnified Party contest and shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementcooperate in the defense thereof. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VIII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VIII is referred to as the “Indemnifying Party”. For purposes of this Section 8.04, the Seller Parties shall collectively be considered an “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Except for Losses from Fundamental Representations, Section 4.11 and breach of covenants (including Section 10.01), the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.02(a) or Section 7.38.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.02(a) or Section 7.3 8.03(a) exceeds $1 million 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.02(a) or Section 7.3 8.03(a), as the case may be, shall not exceed 10100% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant Purchase Price (“Cap”) except for Fundamental Representations which shall not be subject to this Agreementa Cap. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement; provided, however that the Indemnifying Party shall not be required to initiate litigation to recover under the applicable insurance policies. (d) Payments by an Indemnifying Party pursuant to Section 7.2 Except in the event of fraud or Section 7.3 other intentional material misrepresentation, in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring reasonable costs only to the minimum extent if reasonably necessary to remedy the a breach that gives giving rise to such future Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million the Material Contract Value (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) as the case may be, shall not exceed ten percent (10% %) of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or 7.02or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or any such Subsidiary LLC) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party Purchaser for indemnification under Section 7.2 or Section 7.3, as the case may be, until 6.2 unless any such claim for indemnification exceeds $100,000.00; (ii) the aggregate amount of Damages with respect to all Losses matters referred to in respect of indemnification under this Section 7.2 6.2(a) (determined without regard to any materiality qualification contained in any representations, warranty or Section 7.3 covenant giving rise to the claim for indemnity hereunder) exceeds $1 million 25,000.00 in any one year and then only to the extent of such excess; and (iii) in no event shall Seller’s obligation to indemnify Purchaser exceed an amount equal to the “Deductible”), Purchase Price in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductibleaggregate. (b) The aggregate amount of all Losses Damages for which an Indemnifying Party Seller shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 6.2 shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party Seller pursuant to Section 7.2 or Section 7.3 6.2 in respect of any Loss Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party Seller in respect of any such claim. The Indemnified Party Seller shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses Damages prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party Seller pursuant to Section 7.2 or Section 7.3 6.2 in respect of any Loss Damages shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss Damages by the Indemnified PartyPurchaser. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party Purchaser shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such LossDamages. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited reduced by an amount equal to the net amount of any liability or damage that remains after deducting therefrom any insurance proceeds and or any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claimLoss. The Indemnified Party shall (i) use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior and (ii) to seeking indemnification the extent the Indemnified Party is unable to recover amounts under this Agreementclause (i) sufficient to cover any Losses (such amounts, the “Uncovered Amounts”), upon the written request of the Indemnifying Party, assign to the Indemnifying Party the right to recover the Uncovered Amounts under such insurance policies or indemnity, contribution, or other similar agreements and use commercially reasonable efforts to cooperate with the Indemnifying Party’s claims thereunder. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (eb) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating except if and to the breach or alleged breach of this Agreement, or diminution of value or extent any such damages based on any type of multipleare recovered against an Indemnified Party pursuant to a Third-Party Claim. (fc) Each Indemnified Party shall take, and cause its Affiliates to take, to the extent required by Law, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gd) The parties agree that for purposes of (i) determining whether there has been a breach of or inaccuracy in any representation or warranty subject to indemnification pursuant to this Article VII and (ii) calculating the amount of Losses with respect thereto, such representations and warranties alleged to have been breached shall be construed as if any qualification or limitation with respect to materiality, whether by reference to the terms “material,” “in all material respects,” “in any material respect” or “material adverse effect” or words of similar import, were omitted from the text of such representations and warranties. (e) Notwithstanding any contrary provision of this Agreement, Seller shall not have any obligation under this Article VII unless and until the aggregate amount of Losses so incurred for which Buyer Indemnified Parties are entitled to be indemnified under this Article VII exceeds an amount equal to $25,000 (the "Basket Amount") whereupon Seller shall be liable to indemnify the Buyer Indemnified Parties for all amounts of Losses over such Basket Amount. In no event shall any Indemnifying Party shall not be liable under this Section 7 to any Indemnified Party for any Losses based upon or arising out of any inaccuracy in or breach of any excess of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closingaggregate Purchaser Consideration.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable Each party entitled to the Indemnified Party for indemnification under Section 7.2 this ARTICLE 11 shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or Section 7.3circumstance that would be reasonably expected to, as the case may beor does, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which give rise thereto. Payments by an Indemnifying Party shall be liable indemnifying party pursuant to Section 7.2 11.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 11.4 in respect of any Loss Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party indemnified party in respect of any such claim. The Indemnified indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses Damages prior to seeking indemnification under this Agreement. (db) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The No Indemnifying Party shall not be liable for indemnification under this ARTICLE 11 until the aggregate amount of all Damages for which such Indemnifying Party would be liable under this ARTICLE 11 exceeds $200,000, in which event the Indemnifying Party shall be required to pay or be liable for all such Damages from the first dollar. (c) The aggregate amount of all Damages for which any Indemnifying Party shall be liable pursuant to this ARTICLE 11 shall not exceed $5,000,000, except in the case of claims for indemnification pursuant to Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 11.2(i) or Section 3 if 11.4(i) with respect to (i) Sections 4.3, 4.4, 4.12, 5.3 , 5.4 and 5.12 or in the Indemnified Party had knowledge case of such inaccuracy fraud or breach prior willful misrepresentation and (ii) Section 6.6, to the Closingextent resulting directly from Third Party Claims by investors who purchased shares of Parent Common Stock in the Secondary Sale, in which case the aggregate amount of all such Damages for which any Indemnifying Party shall be liable shall not exceed $8,500,000.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 8 shall be subject to the following limitations: (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 8 until the aggregate amount of all Losses losses in respect of indemnification under Section 7.2 or Section 7.3 8 exceeds $1 million 25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses losses in excess of the Deductible. (bii) The aggregate amount of all Losses losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 8 shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (ciii) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses losses prior to seeking indemnification under this Agreement. (div) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss loss by the Indemnified Party. (ev) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fvi) Each Indemnified Party shall take, and cause its Affiliates affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossloss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A The Party making a claim under this Section 7 Article VI is referred to as the “Indemnified Party”, ,” and a the Party against whom such claims are asserted under this Section 7 Article VI is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 6.2 and Section 7.3 6.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 1.01(b)(i)(i), Section 6.2(a)(ii) or Section 7.36.3(a)(i), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 1.01(b)(i)such applicable section exceeds $1 million 130,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Subject to the other limitations herein, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 6.2(a)(i), Section 6.2(a)(ii) or Section 7.3 6.3(a)(i), as the case may be, other than for any Losses based upon a breach of any of the Fundamental Representations, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$5,200,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 6.2 or Section 7.3 6.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this AgreementAgreement (but excluding third party claims that include such Losses), or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million the Material Contract Value (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a), as the case may be, shall not exceed ten percent (10% %) of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or 7.02 and Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 8 shall be subject to the following limitations: (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 8 until the aggregate amount of all Losses losses in respect of indemnification under Section 7.2 or Section 7.3 8 exceeds $1 million 25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses losses in excess of the Deductible. (bii) The Except with the respect of fraud or intentional misrepresentation, the aggregate amount of all Losses losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 8 shall not exceed 1060% of the purchase price paid or receivedPurchase Price; provided, as appropriatehowever, by the Indemnified overall aggregate amount of losses for which an Indemnifying Party pursuant shall be liable for breach of any representations and warranties set forth in the Fundamental Representations to this Agreementthe Purchase Price. (ciii) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses losses prior to seeking indemnification under this Agreement. (div) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 8 in respect of any Loss loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss loss by the Indemnified Party. (ev) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fvi) Each Indemnified Party shall take, and cause its Affiliates affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossloss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VIII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Except in the case of fraud or intentional misrepresentation or breach or inaccuracy of the Fundamental Representations (i) the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.02(a) or Section 7.38.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.02(a) or Section 7.3 8.03(a) exceeds $1 million 100,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. Deductible and (bii) The the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 8.02(a) shall not exceed 10the greater of 25% of the purchase price paid or received, as appropriate, aggregate Earn-Out Payments received by the Indemnified Party pursuant to this AgreementSeller and $250,000. (cb) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received or reasonably expected to be received (but net of any increase in insurance premium payments resulting from payment of such proceed) by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (dc) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be savings in Taxes actually realized as a result of such Loss by the Indemnified Party. (ed) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplemultiple other than those incurred in a Third Party Claim. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 ARTICLE VIII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 ARTICLE VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.02(a) or Section 7.38.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.02(a) or Section 7.3 8.03(a) exceeds $1 million 17,500 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Except in the case of Fraud or Willful Breach, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.02(a) or Section 7.3 8.03(a), as the case may be, shall not exceed ten percent (10% %) of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim; provided, however, (i) that the foregoing in no way obligates Buyer to purchase or maintain any insurance policy; and (ii) in no event shall Buyer be required to take any kind of action with respect to such claim against an insurance carrier which issued a policy that is an Excluded Asset as a condition to seeking or recovering indemnification from Seller hereunder. The Subject to the immediately preceding sentence, the Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In Except in the case of Fraud or Willful Breach, in no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party For all purposes of this ARTICLE VIII, in determining the amount of any Losses suffered by an Indemnitee related to any inaccuracy in or breach of any representation, warranty, agreement or covenant, all qualifications or exceptions in such representation, warranty, agreement or covenant relating to or referring to “materiality” or “Material Adverse Effect” or any similar term or phrase shall be disregarded. (h) Seller shall not be liable under this Section 7 ARTICLE VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had actual knowledge of such inaccuracy or breach prior to the Closing. For purposes of this section, actual knowledge of Buyer shall mean the actual knowledge of ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 9.1 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, 9.1 until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 9.1 exceeds $1 million 50,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be9.1, (i) other than with respect to a Fundamental Representation, shall not exceed 10% of the purchase price Closing Cash Payment and (ii) with respect to the Fundamental Representations shall not exceed the Purchase Price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement.Seller. ​ (c) Payments by an Indemnifying Party pursuant to Section 7.2 9.1 or Section 7.3 9.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. The Buyer shall be entitled to off-set the Initial Cash Consideration payments due to the Indemnifying Party for any payments due to any Buyer Indemnified Party hereunder. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 7.4 is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 7.4 is referred to as the “Indemnifying Party”. The indemnification provided for in Section Sections 7.2 and Section 7.3 or 7.3, shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section Sections 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section Sections 7.2 or Section 7.3 exceeds $1 million [******] (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.2(a) or Section 7.3 7.3(a), as the case may be, shall not exceed 10% [******]. Notwithstanding the foregoing, (i) the limitations set forth in this Section 7.4 shall not apply to Losses based upon, arising out of, with respect to or by reason of fraud or by reason of any inaccuracy in or breach of any Fundamental Representations and (ii) the purchase price paid or received, as appropriate, by the Indemnified Party aggregate amount of all Losses for which Sellers shall be liable to Buyer pursuant to this AgreementSection 7.2 shall not exceed the Purchase Price unless such Losses are based upon, arise out of or by reason of fraud. (c) Payments by an Indemnifying Party pursuant to Section Sections 7.2 or Section 7.3 7.3, in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section Sections 7.2 or Section 7.3 7.3, in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the Indemnified Party. For the purposes of this Section 7.4(d), a Tax benefit will be considered realized only to the extent that the amount of Taxes that would have been payable in cash by the Indemnified Party in the absence of the deductions of the Losses exceeds the amount of Taxes actually paid in cash by the Indemnified Party consistent with applicable Laws regarding the deductibility of such amount and after taking into account all other items of income, gain, credit, deduction and loss. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating except to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each extent an Indemnified Party shall take, and cause its Affiliates is ordered by a Governmental Authority to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to pay such Lossdamages in connection with a Third-Party Claim. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article 5 is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article 5 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 5.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be(a), until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 5.3(a) exceeds $1 million 10,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, 5.3(a) shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this AgreementPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 5.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to while seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate In determining any Loss upon becoming aware of any event indemnification obligation or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to Losses resulting from the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of representation or warranty, all references to “materiality” or “Material Adverse Effect” in the representations subject representation or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closingwarranty shall be ignored.

Certain Limitations. A Party The party making a claim under this Section 7 Article VII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 or Section 7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 or Section 7.3 exceeds $1 million (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.2(a) or Section 7.3 7.3(a), as the case may be, shall not exceed 10% $2,000,000. (b) Any payment made by the Seller to the Purchaser Indemnitees pursuant to Section 7.2(a) shall be paid exclusively by the cancellation of a number of Earn-Out Shares that have a value equal to the indemnification amount, where the value of the purchase price paid or received, as appropriate, by Earn-Out Shares shall be based upon the Indemnified Party pursuant greater of the Agreed Value and the average of the VWAPs for the 20 Trading Days immediately prior to the date written notice of the applicable claim made under this AgreementArticle VII is delivered to the Seller the amount of any such indemnity payment. (c) No Losses may be claimed under Section 7.2 or Section 7.3 by any Indemnifying Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.3. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution contribution, or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveIN NO EVENT SHALL ANY INDEMNIFYING PARTY BE LIABLE TO ANY INDEMNIFIED PARTY FOR ANY PUNITIVE, incidentalINCIDENTAL, consequentialCONSEQUENTIAL, special or indirect damagesSPECIAL, including loss of future revenue or incomeOR INDIRECT DAMAGES, loss of business reputation or opportunity relating to the breach or alleged breach of this AgreementINCLUDING LOSS OF FUTURE REVENUE OR INCOME, or diminution of value or any damages based on any type of multipleLOSS OF BUSINESS REPUTATION, OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party The party making a claim under this Section 7 Article VIII is referred to as the “Indemnified Party”, and a Party the party against whom such claims are asserted under this Section 7 Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 8.02(a) or Section 7.38.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 8.02(a) or Section 7.3 8.03(a) exceeds $1 million five (5) percent of the Purchase Price (the “DeductibleBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the DeductibleBasket. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 8.02(a) or Section 7.3 8.03(a), as the case may be, shall not exceed ten percent (10% %) of the purchase price paid or received, as appropriate, by Purchase Price (the Indemnified Party pursuant to this Agreement“Cap”). (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party Seller shall not be liable under this Section 7 Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 2 or Section 3 this Agreement if the Indemnified Party Buyer had knowledge knowledge, or, with reasonable diligence should have known, of such inaccuracy or breach prior to the Closing. (h) The limitations on the Indemnifying Party under this Section 8.04 (including the Basket and Cap) shall not apply to Buyer if Buyer is in breach or Default under the Note, whether or not such breach or Default is Material.

Certain Limitations. A The Party making a claim under this Section 7 ARTICLE VII is referred to as the “Indemnified Party”, ,” and a the Party against whom such claims are asserted under this Section 7 ARTICLE VII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 7.02(a) or Section 7.37.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 7.02(a) or Section 7.3 7.03(a) exceeds $1 million 17,500 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The Subject to the other limitations herein and excluding Buyer’s obligation to pay the Purchase Price, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a), as the case may be, other than the Fundamental Representations, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement$1,050,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this AgreementAgreement (but excluding third party claims that include such Losses), or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not be liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. A Party making a claim under this Section 7 is referred to as the “Indemnified Party”, and a Party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 Sections 11, 12, 13 and Section 7.3 14 shall be subject to the following limitations: (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2 11 or Section 7.312, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.2 11 or Section 7.3 12 exceeds Ten Thousand Dollars ($1 million 10,000.00) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2 or Section 7.3 as the case may be, shall not exceed 10% of the purchase price paid or received, as appropriate, by the Indemnified Party pursuant to this Agreement. (cii) Payments by an Indemnifying Party pursuant to Section 7.2 11 or Section 7.3 12 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementLosses. (diii) Payments by an Indemnifying Party pursuant to Section 7.2 11 or Section 7.3 12 in respect of any Loss shall be reduced by an amount equal to any tax Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (eiv) In no event All indemnification payments made under this Agreement shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating treated by the parties as an adjustment to the breach or alleged breach of this AgreementPurchase Price for Tax purposes, or diminution of value or any damages based on any type of multipleunless otherwise required by Law. (fv) Each Indemnified Party shall takeExcept in the case of fraud, and cause its Affiliates to takeintentional misrepresentation, all reasonable steps to mitigate any Loss upon becoming aware of any event willful misconduct or circumstance criminal conduct, the maximum amount that would be reasonably expected to, the Seller or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) The Indemnifying Party shall not Buyer may be liable for under the indemnification provisions of this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties contained in Section 2 or Section 3 if the Indemnified Party had knowledge of such inaccuracy or breach prior to the ClosingAgreement is [$.100,000].