Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Each of the Shareholders, jointly and severally, covenants and agrees to defend, indemnify and hold harmless the Company, Merger Sub, and Acquiror, and their respective officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Acquiror Indemnitees") from and against, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, "Losses"), resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Merger.

Indemnification by Shareholders. Each of Subject to Section 9.5, the ShareholdersShareholders (hereinafter, collectively, called the "SHAREHOLDER Indemnitors") shall jointly and severally, covenants and agrees to severally defend, indemnify and hold harmless Altrimega and its direct and indirect Altrimega corporations, subsidiaries (including the CompanyCompany after Closing) and affiliates, Merger Sub, and Acquiror, and their respective officers, directors, employeesemployees and agents (hereinafter, agents, advisers, representatives and Affiliates (collectively, the called "Acquiror IndemniteesALTRIMEGA INDEMNITEES") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "LossesALTRIMEGA LOSSES"), resulting from suffered or incurred by any Altrimega Indemnitee by reason of, or arising out of: (a) i. any inaccuracy misrepresentation, breach of warranty or breach or non-fulfillment of any representation or warranty made by agreement of the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary Shareholders contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith;any certificate, schedule, instrument or document delivered to Altrimega by or on behalf of the Shareholders or the Company pursuant to the provisions of this Agreement (without regard to materiality thresholds contained therein); and (c) ii. any failure liabilities of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and nature whatsoever (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Paymentincluding tax liability, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000penalties and interest), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losseswhether accrued, including the first One Hundred Thousand Dollars ($100,000) of such Losses; providedabsolute, howevercontingent or otherwise, that (i) existing as of the aggregate Losses paid date of the Balance Sheet, and required to be shown therein in accordance with GAAP, to the Acquiror Indemnitees hereunder shall extent not exceed reflected or reserved against in full in the Escrowed SharesBalance Sheet; and or (ii) Acquiror's sole remedy with respect to arising or occurring between July 1, 2002 and the Shareholder's indemnification responsibilities pursuant to this Agreement Closing Date, except for any and all Losses liabilities arising in the ordinary course of business, none of which shall be limited to Acquiror's right of setoff with respect to have a material adverse effect on the Escrowed Shares as provided in Article I, Section 2 of this AgreementCompany. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Merger.EXHIBIT 99.1-15

Indemnification by Shareholders. Each of Subject to Section 9.5, Shareholders (hereinafter collectively called the Shareholders, jointly "INDEMNITOR") shall severally (and severally, covenants and agrees to not jointly) defend, indemnify and hold harmless Buyer, its direct and indirect parent corporations, subsidiaries (including the CompanyCompany and the Subsidiaries after Closing) and affiliates, Merger Sub, and Acquiror, and their respective officers, directors, employees, agents, advisers, representatives employees and Affiliates agents (collectively, the hereinafter collectively called "Acquiror IndemniteesINDEMNITEES") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsdirect loss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereundersettlement, but not including any claims, damages, or losses relating to excluding consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, "LossesINDEMNIFIED LOSSES"), resulting from suffered or incurred by any Indemnitee by reason of, or arising out of: (a1) any inaccuracy misrepresentation, breach of warranty or breach or nonfulfillment of any representation or warranty made by the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary agreement of any Shareholder contained in this Agreement, Agreement or any Schedule delivered to determine Buyer by or on behalf of the losses arising from such inaccuracy Shareholders or breach, such representation the Company or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except any of the Subsidiaries pursuant to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach provisions of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company without regard to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Lawmateriality thresholds contained therein); and (e2) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation liabilities of the Cash Payment, Company or any of the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting Subsidiaries of any such holder's Convertible Securitiesnature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or any other claim relating to otherwise, arising or in connection with occurring between the date of this Agreement or and the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000)Closing Date, then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that except for: (i) liabilities arising in the aggregate Losses paid to ordinary course of business, none of which shall have a material adverse effect on the Acquiror Indemnitees hereunder shall not exceed Company and the Escrowed SharesSubsidiaries taken as a whole; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided liabilities approved in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained writing by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the MergerCHS.

Indemnification by Shareholders. Each of Subject to Section 9.5, the ShareholdersShareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall jointly and severally, covenants and agrees to severally defend, indemnify and hold harmless Health Express and its direct and indirect subsidiaries (including the CompanyCompany after Closing) and affiliates, Merger Sub, and Acquiror, and their respective officers, directors, employeesemployees and agents (hereinafter, agents, advisers, representatives and Affiliates (collectively, the called "Acquiror Health Express Indemnitees") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "Health Express Losses"), resulting from suffered or incurred by any Health Express Indemnitee by reason of, or arising out of: (a) any inaccuracy misrepresentation, breach of warranty or breach or non-fulfillment of any representation or warranty made by agreement of the Company Shareholders contained in the Merger this Agreement or in connection therewith (it being understood and agreed thatany certificate, notwithstanding anything schedule, instrument or document delivered to Health Express by or on behalf of the Shareholders or the Company pursuant to the contrary provisions of this Agreement (without regard to materiality thresholds contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effecttherein);; and (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure liabilities of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and nature whatsoever (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Paymentincluding tax liability, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000penalties and interest), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losseswhether accrued, including the first One Hundred Thousand Dollars ($100,000) of such Losses; providedabsolute, howevercontingent or otherwise, that (i) existing as of the aggregate Losses paid date of the Balance Sheet, and required to be shown therein in accordance with applicable GAAP, to the Acquiror Indemnitees hereunder shall extent not exceed reflected or reserved against in full in the Escrowed SharesBalance Sheet; and or (ii) Acquiror's sole remedy with respect to arising or occurring between March 27, 2005 and the Shareholder's indemnification responsibilities pursuant to this Agreement Closing Date, except for any and all Losses liabilities arising in the ordinary course of business, none of which shall be limited to Acquiror's right of setoff with respect to have a material adverse effect on the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the MergerCompany.

Indemnification by Shareholders. Each of Subject to Section 9.5, the ShareholdersShareholders (hereinafter, collectively, called the "SHAREHOLDER Indemnitors") shall jointly and severally, covenants and agrees to severally defend, indemnify and hold harmless the Company, Parent and Merger Sub, and Acquiror, Sub and their respective direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employeesemployees and agents (hereinafter, agents, advisers, representatives and Affiliates (collectively, the called "Acquiror IndemniteesPARENT INDEMNITEES") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "LossesPARENT LOSSES"), resulting from suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any inaccuracy misrepresentation, breach of warranty or breach or non-fulfillment of any representation or warranty made by agreement of the Company Shareholders contained in the Merger this Agreement or in connection therewith (it being understood and agreed thatany certificate, notwithstanding anything schedule, instrument or document delivered to Parent by or on behalf of the Shareholders or the Company pursuant to the contrary provisions of this Agreement (without regard to materiality thresholds contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effecttherein);; and (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure liabilities of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and nature whatsoever (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Paymentincluding tax liability, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000penalties and interest), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losseswhether accrued, including the first One Hundred Thousand Dollars ($100,000) of such Losses; providedabsolute, howevercontingent or otherwise, that (i) existing as of the aggregate Losses paid date of the Balance Sheet, and required to be shown therein in accordance with GAAP, to the Acquiror Indemnitees hereunder shall extent not exceed reflected or reserved against in full in the Escrowed SharesBalance Sheet; and or (ii) Acquiror's sole remedy with respect to arising or occurring between July 1, 2002 and the Shareholder's indemnification responsibilities pursuant to this Agreement Closing Date, except for any and all Losses liabilities arising in the ordinary course of business, none of which shall be limited to Acquiror's right of setoff with respect to have a material adverse effect on the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the MergerCompany.

Indemnification by Shareholders. Each of Subject to Section 11.5, the ShareholdersShareholders agree, jointly and severally, covenants to indemnify Purchaser and agrees to defend, indemnify and hold harmless the Company, Merger Sub, and Acquiror, every Affiliate (and their respective officers, directors, employeesshareholders, agents, advisers, representatives agents and Affiliates representatives) of Purchaser (collectively, which shall specifically include the Surviving Corporation) (each a "Acquiror IndemniteesPurchaser Indemnitee") against and hold them harmless from and against, and to pay or reimburse Acquiror Indemnitees for, any and all claimsDamages which may be asserted against, liabilitiesimposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, obligationsdefault, losses, fines, costs, royalties, proceedings, deficiencies inaccuracy or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense failure of any of the same warranties, representations, covenants or in asserting any agreements of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, "Losses"), resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Company in or the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary Shareholders contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company certificate or instrument required to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating be delivered pursuant hereto. In addition to the allocation of the Cash Paymentforegoing, the Acquiror Common Stock PaymentShareholders agree, the Exchange Ratiojointly and severally to indemnify Purchaser Indemnitees against and hold them harmless from any and all Damages which may be asserted against, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred imposed upon or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror a Purchaser Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 following resulting from the operations of the Merger Agreement or Company up to and including the Closing Date: (a) liability for unpaid Taxes for which adequate amounts have not been reserved any period up to and including the Closing ("Company Taxes"); (b) Litigation; (c) Environmental Liabilities; (d) any product liability claim; (e) liabilities pursuant to the Occupational Health & Safety Act or any laws relating to health and safety; (f) any liabilities resulting from infringements or claimed infringements by the Company through on the Effective Date Intellectual Property of the Mergera third party.

Indemnification by Shareholders. Each Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall, severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the ShareholdersClosing Date as set forth in the Payment Schedule, jointly and severally, covenants and agrees to defend, indemnify and hold harmless the Company, Parent and Merger Sub, and Acquiror, Sub and their respective direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employeesemployees and agents (hereinafter, agents, advisers, representatives and Affiliates (collectively, the called "Acquiror Parent Indemnitees") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "Parent Losses"), resulting from suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any inaccuracy misrepresentation, breach of warranty or breach or non-fulfillment of any representation or warranty made by agreement of the Company contained in the Merger this Agreement or in connection therewith (it being understood and agreed thatany certificate, notwithstanding anything schedule, instrument or document delivered to Parent by or on behalf of the Company pursuant to the contrary contained in provisions of this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect);; and (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure liabilities of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and nature whatsoever (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Paymentincluding tax liability, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000penalties and interest), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losseswhether accrued, including the first One Hundred Thousand Dollars ($100,000) of such Losses; providedabsolute, howevercontingent or otherwise, that (i) existing as of the aggregate Losses paid date of the Balance Sheet, and required to be shown therein in accordance with applicable GAAP, to the Acquiror Indemnitees hereunder shall extent not exceed reflected or reserved against in full in the Escrowed SharesBalance Sheet; and or (ii) Acquiror's sole remedy arising or occurring after the date of the Balance Sheet and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, Escrow Fund or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company than through the Effective Date of the MergerEscrow Agreement.

Indemnification by Shareholders. Each of From the ShareholdersClosing Date and except as otherwise provided herein for one (1) year thereafter, jointly and severallythe Shareholders agree, covenants and agrees to the extent set forth herein, to defend, indemnify and hold harmless the CompanyEpixtar, Merger Sub, and Acquiror, its Affiliates and their respective employees, officers, directors, employeesshareholders, agentssuccessors and assigns, advisers, representatives and Affiliates (collectively, collectively the "Acquiror IndemniteesEpixtar Group") as the case may be, from and againstagainst all past, present and to pay or reimburse Acquiror Indemnitees forfuture demands, any and all claims, liabilitiessuits, obligationsactions or causes of action, assessments, losses, finesdamages, costsLiabilities, royaltiescosts and expenses, proceedingsincluding interest, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses penalties and reasonable attorneys' fees, disbursements and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable expenses (collectively, collectively "LossesDamages"), resulting ) arising from or arising out of: (ai) any inaccuracy breach of any representation or warranty made by Shareholders within any Article and/or Section of this Agreement, and/or (ii) any litigation, arbitration or other proceeding or investigation of any nature whether existing on the Company closing date or whether disclosed in the Merger Agreement any schedule hereto or in connection therewith not, but only if arising out of circumstances or actions occurring prior to closing, (it being understood and agreed that`Litigation Claim"); and/or (iii) breach of any Individual Representations; provided, however, notwithstanding anything to the contrary contained in this Agreement, herein the Shareholders' indemnification obligation for all Damages not related to determine the losses arising from such inaccuracy or breach, such representation or warranty Individual Representations shall be read as if it were joint and several, but the Shareholders' indemnification obligations for all Damages related to Individual Representations shall not qualified be joint and several, with each Shareholder being liable only for Damages related to a breach by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach that Shareholder of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Mergerparticular Individual Representation.

Indemnification by Shareholders. Each of Subject to Section 9.5, the ShareholdersShareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall jointly and severally, covenants and agrees to severally defend, indemnify and hold harmless the CompanyNeoMedia and its direct and indirect NeoMedia corporations, Merger Subsubsidiaries (including Secure Source after Closing) and affiliates, and Acquiror, and their respective officers, directors, employees, agentsattorneys and agents (hereinafter, advisers, representatives and Affiliates (collectively, the called "Acquiror NeoMedia Indemnitees") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "NeoMedia Losses"), resulting from suffered or incurred by any NeoMedia Indemnitee by reason of, or arising out of: (a) any inaccuracy misrepresentation, breach of warranty or breach or non-fulfillment of any representation or warranty made by agreement of the Company Shareholders contained in the Merger this Agreement or in connection therewith (it being understood and agreed thatany certificate, notwithstanding anything schedule, instrument or document delivered to NeoMedia by or on behalf of the Shareholders or Secure Source pursuant to the contrary provisions of this Agreement (without regard to materiality thresholds contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effecttherein);; and (b) any inaccuracy or breach liabilities of Secure Source of any representationnature whatsoever (including tax liability, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000penalties and interest), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losseswhether accrued, including the first One Hundred Thousand Dollars ($100,000) of such Losses; providedabsolute, howevercontingent or otherwise, that (i) existing as of the aggregate Losses paid date of the Balance Sheet, and required to be shown therein in accordance with GAAP, to the Acquiror Indemnitees hereunder shall extent not exceed reflected or reserved against in full in the Escrowed SharesBalance Sheet; and or (ii) Acquiror's sole remedy with respect to arising or occurring between July 31, 2003 and the Shareholder's indemnification responsibilities pursuant to this Agreement Closing Date, except for any and all Losses liabilities arising in the ordinary course of business, none of which shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as have a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Mergermaterial adverse effect on Secure Source.

Indemnification by Shareholders. Each (a) Subject to the provisions of Section 9.02(b), after the ShareholdersEffective Time, jointly Parent and severallyits affiliates (including, covenants and agrees to defendafter the Effective Time, indemnify and hold harmless the CompanySurviving Corporation), Merger Sub, and Acquiror, and their respective officers, directors, employees, agents, advisers, representatives successors and Affiliates assigns shall be indemnified and held harmless by the holders of Company Outstanding Shares as of immediately prior to the Effective Time (collectively, the "Acquiror IndemniteesCompany Holders") from ), severally and againstnot jointly, and to pay or reimburse Acquiror Indemnitees for, for any and all claims, liabilities, obligations, losses, finesdamages, costsclaims, royaltiescosts and expenses, proceedingsinterest, deficiencies or damages awards, judgments and penalties (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountantsconsultants' fees and expenses and other costs of defending, investigating or settling claims) actually suffered or incurred by them (including, without limitation, in the investigation connection with any action brought or defense of otherwise initiated by any of the same or in asserting any of their respective rights hereunderthem) (hereinafter, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, a "LossesLoss"), resulting from or arising out of:of or resulting from; (ai) any inaccuracy the breach of any representation or warranty (without giving effect to any qualification as to materiality or as to material adverse effect (or similar qualifications) contained therein in determining the amount of any Loss) made by the Company in this Agreement; and (ii) the Merger Agreement breach of any covenant or agreement made by the Company in connection therewith this Agreement. (it being understood and agreed that, notwithstanding b) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims based on fraud, the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 9.02(a) that may be recovered from any Company Holder (other than Losses arising with respect to determine a breach of the losses representations and warranties set forth in Sections 3.03 and 3.04) shall be the amount equal to 5% of the value of the Total Merger Consideration to which such Company Holder is entitled pursuant to Section 2.01 of the Merger Agreement; (ii) no indemnification payment by the Company Holder with respect to any indemnifiable Loss otherwise payable and arising out of or resulting from the causes enumerated in Section 9.02(a)(i) shall be payable until such inaccuracy time as all such indemnifiable Losses shall aggregate to more than $500,000 (the "Basket Amount"), after which time the Company Holder shall be liable only for indemnifiable Losses in excess of the Basket Amount; (iii) indemnification claims pursuant to Section 9.02(a) shall be satisfied, in accordance with the Escrow Agreement, solely out of the Parent Common Shares and Parent Notes held in the Escrow Account on behalf of such Company Holder, if any; (iv) the indemnification obligation of the Company Holders with respect to a breach of any representation or breachwarranty, and the amount to be indemnified, shall be determined without regard to any materiality qualification set forth in such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect)warranty; (bv) any inaccuracy or breach the amount of any representationindemnification to be paid under this Article IX shall be computed after giving effect to any tax benefits actually realized by Parent and any insurance proceeds actually received by Parent, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure after taking into account the tax consequences of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation receipt of any Applicable Lawindemnity payment hereunder; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that (ivi) the aggregate Losses paid to the Acquiror Indemnitees Company Holders shall have no liability for indemnification hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided claim arising from a change in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, Law or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through GAAP after the Effective Date of the Mergerhaving a retroactive effect.

Indemnification by Shareholders. Each of Subject to Section 9.5, Shareholders (hereinafter collectively called the Shareholders, "SHAREHOLDER INDEMNITOR") shall jointly and severally, covenants and agrees to severally defend, indemnify and hold harmless Parent and the Company, Merger Sub, and Acquiror, Sub and their respective direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees, agents, advisers, representatives employees and Affiliates agents (collectively, the hereinafter collectively called "Acquiror IndemniteesPARENT INDEMNITEES") from against and against, and to pay or reimburse Acquiror Indemnitees for, in respect of any and all claimsloss, liabilitiesdamage, obligationsliability, lossesfine, finespenalty, costscost and expense, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and including reasonable attorneys' fees and accountants' fees incurred amounts paid in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable settlement (collectively, "LossesPARENT LOSSES"), resulting from suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any inaccuracy misrepresentation, breach of warranty or breach or nonfulfillment of any representation or warranty made by the Company agreement of any Shareholder contained in the Merger this Agreement or in connection therewith (it being understood and agreed thatany certificate, notwithstanding anything schedule, instrument or document delivered to Parent by or on behalf of the Shareholders or the Company pursuant to the contrary provisions of this Agreement (without regard to materiality thresholds contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effecttherein);; and (b) any inaccuracy or breach liabilities of the Company of any representationnature whatsoever (including tax liability, warrantypenalties and interest), whether accrued, absolute, contingent or covenant made by any Shareholder pursuant otherwise, (i) existing as of the date of the 1998 Company Balance Sheet, and required to this Agreement be shown therein in accordance with GAAP, to the extent not reflected or reserved against in connection therewith;full in the 1998 Company Balance Sheet; or (ii) arising or occurring between December 31, 1998 and the Closing Date, except for liabilities arising in the ordinary course of business, none of which shall have a material adverse effect on the Company; and (c) any failure liabilities of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this the AT&T UniPlan Service with FlatRate Agreement or (the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000"AT&T DISPUTE") of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Mergermore particularly described on Schedule 3.14.

Indemnification by Shareholders. Each Subject to the provisions of Sections 10(b) and 11(c) hereof, the Shareholders, jointly and severally, covenants and agrees agree to defend, indemnify and hold harmless the Pur chaser and the Company, Merger Sub, and Acquiror, and their respective officerssuccessors and assigns, directorsfrom, employees, agents, advisers, representatives against and Affiliates (collectively, the "Acquiror Indemnitees") from and against, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense respect of any of the same or in asserting any of their respective rights hereunder, but not including any claimsloss, damages, liability or losses relating to consequential damages or lost profitsexpense, except including reasonable fees for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable attorneys and other outside consultants (collectively, hereinafter collectively called the "Losses"), resulting from or arising out offrom: (ai) any material inaccuracy or material breach by any Shareholder of any representation of the warranties or warranty made by the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary representations contained in this Agreement, to determine the losses arising from such inaccuracy any schedule attached hereto, or in any agreement or instrument executed in connection herewith; (ii) any breach, non-compliance or nonfulfillment by any Shareholder of any covenant, agreement or undertaking to be complied with or performed by them contained herein or pursuant to this Agreement; provided however, the breach by a Shareholder of the covenant set forth in Section 5(c) above shall not give rise to a joint and several indemnity obligation of both Shareholders, but rather the Shareholder violating such representation or warranty covenant shall be read as if it were not qualified by materialitysolely obligated to defend, includingindemnify and hold harmless the Purchaser and the Company for any loss, without limitationdamages, qualifications indicating accuracy in all material respectsliability or expense resulting therefrom; (iii) any Federal, state or accuracy except local income tax liability (including any penalty and interest thereon) of the Company (1) with respect to taxable periods of the Company ending on or before the Effective Date; (2) with respect to taxable periods of the Company beginning before the Effective Date and ending after the Effective Date to the extent attributable to the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy income, assets, operations or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure reporting requirements of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating prior to the allocation of Effective Date; (3) which are imposed upon the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee Purchaser as a result of any instance involving fraudbreach of warranty or misrepresentation under Section 3(f); and (4) which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(f) hereof; and (iv) any liability arising out of any and all actions, misrepresentationssuits, or other similar proceedings, claims, or breaches demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the representations set forth foregoing items in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Mergerthis Section 11(a).

Indemnification by Shareholders. Each (a) Subject to the provisions of the Shareholders------------------------------- subparagraph (b) below, jointly and severallyShareholders agree to indemnify, covenants and agrees to defend, indemnify defend and hold harmless the Company, Merger Sub, and Acquiror, and their respective officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Acquiror Indemnitees") Buyer from and against, and to pay or reimburse Acquiror Indemnitees for, against any and all claims, liabilities, obligations, losses, finesloss, costs, royaltiesdamages, or expense (including reasonable attorneys' fees) (collectively referred to herein as "Damages"), net of any proceeds of insurance received by the Corporation or the Buyer pertaining to the item of Damages, arising from or relating to: (i) Any and all damage or deficiency resulting from any misrepresentation, omission, breach of warranty or non-fulfillment of any covenant or agreement on the part of Corporation or Shareholders under this Agreement or any document delivered hereunder; or (ii) Any and all actions, suits, proceedings, deficiencies demands, assessments, judgments, costs and expense, including reasonable attorneys' fees, incident to any of the foregoing. (i) Notwithstanding the provisions of subparagraph (a) of this paragraph 9, and except as provided in clause (ii) below, the Buyer's sole remedy for any claim for indemnity pursuant to said subparagraph (a) shall be to offset such claims against amounts due from time to time on the Secured Note or damages (whether absolute, accrued, conditionalpayments of the Contingent Earnout, or otherwise both, as more fully provided in paragraph 13 below. All such offsets shall be applied ratably among the Shareholders. (ii) Notwithstanding the provisions of clause (i) of this subparagraph (b), each Shareholder shall be fully liable and whether or not resulting from third party claims) includingresponsible, without limitation, to the Buyer for any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable misrepresentation by such Acquiror Indemnitees which shall be recoverable (collectively, "Losses"), resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary Shareholder contained in paragraph 4(b)(ii) of this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except due to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) actual fraud of such Losses; provided, however, that (i) the aggregate Losses paid to the Acquiror Indemnitees hereunder shall not exceed the Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company through the Effective Date of the Merger.