Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. The (a) Notwithstanding anything to the contrary contained in this Agreement, no amounts shall be payable as a result of any claim in respect of a Loss arising under Section 12.2 or Section 12.3: (i) unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not prejudiced by any delay in the delivery of such notice) and, in any event, prior to the date on which the applicable representation, warranty, covenant or agreement ceases to survive pursuant to Section 12.1; or (ii) to the extent that the Indemnified Party had a reasonable opportunity, but failed, in good faith to mitigate the Loss; (iii) to the extent it arises from or was caused by actions taken or failed to be taken by the Indemnified Party or any of its Affiliates after the Closing; and (iv) to the extent an Indemnified Party asserts a claim for any punitive or exemplary damages or damages that are not reasonably foreseeable (except in the case when the Indemnified Party is required to pay any of such Losses in connection with a Third Party Claim). (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of Seller under this Article 12 shall be limited as set forth in this Section 12.4(b): (i) no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) with respect to indemnifyany individual claim for Losses that does not exceed $1,000 (the “Minimum Amount”) (ii) with respect to individual Losses that are in excess of the Minimum Amount (the “Covered Losses”), defendno indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) until the aggregate of such Covered Losses exceeds $50,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket; provided, that the Basket shall not apply to the extent Losses are a result of a breach of any of the representations and hold harmless warranties set forth in Sections 11.1 5.1, 5.7, and 5.12; (Indemnification iii) Seller shall have no further indemnity obligations for Losses under Section 12.3(a) to the extent the aggregate of all Losses paid by Selectait pursuant to Section 12.3(a) exceeds $1,500,000, and 11.2 (Indemnification by Spark) Purchaser, on behalf of itself and the other Purchaser Indemnified Parties, shall not be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party entitled to recover any Losses or other payments, in each case for claims pursuant to Section 12.3(a), in excess of a claim, demand or suit within [***] of receipt of samesuch amount; provided, however, that Indemnitee’s failure or delay in providing such notice the foregoing limitation shall not relieve apply with respect to the indemnifying Party extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 5.1, 5.7, and 5.12; (iv) Seller shall have no further indemnity obligations for Losses under Section 12.3(b) or Section 12.3(c) with respect to any breaches by Seller, or failure by Seller to perform, any of its indemnification obligation except covenants or other agreements set forth in Section 7.2(b) to the extent the indemnifying Party is prejudiced therebyaggregate of all Losses paid by it pursuant to Section 12.3(b) and Section 12.3(c) with respect to such breaches or failures exceeds $500,000, and Purchaser, on behalf of itself and the other Purchaser Indemnified Parties, shall not be entitled to recover any Losses or other payments, in each case for claims pursuant to Section 12.3(b) or Section 12.3(c) with respect to such breaches or failures, in excess of such amount; and (bv) allowing the indemnifying Party or its insurers aggregate amount required to be paid to the right Purchaser Indemnified Parties under Section 12.3 shall not exceed $7,500,000; provided, that the limitation set forth in this Section 12.4(b)(v) shall not apply to assume direction and control of the defense of any claim, demand or suit; claims pursuant to Section 12.3(d). (c) using its best efforts Notwithstanding anything to cooperate with the indemnifying Party contrary contained in this Agreement, the indemnity obligations of Purchaser under this Article 12 shall be limited as set forth in this Section 12.4(c): (i) no indemnity shall be payable by Purchaser under Sections 12.2(a) or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d12.2(b) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving individual claim for Losses that does not exceed the Minimum Amount. (ii) with respect to Covered Losses, no indemnity shall be payable by Purchaser under Sections 12.2(a) or 12.2(b) until the aggregate of such Covered Losses exceeds the Basket and then only for such Covered Losses in excess of the payment Basket; provided, that the Basket shall not apply to the extent Losses are a result of monetary awards for which a breach of any of the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightrepresentations and warranties set forth in Sections 6.1, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested 6.2 (with respect to the omitted portions Promissory Note), 6.6, 6.7, 6.8 and 6.9; (iii) Purchaser shall have no further indemnity obligations for Losses under Section 12.2(a) to the extent the aggregate of all Losses paid by it pursuant to Section 12.2(a) exceeds $1,500,000, and Seller, on behalf of itself and the other Seller Indemnified Parties, shall not be entitled to recover any Losses or other payments, in each case for claims pursuant to Section 12.2(a), in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 6.1, 6.2 (with respect to the Promissory Note), 6.6, 6.7, 6.8 and 6.9; and (iv) the aggregate amount required to be paid to the Seller Indemnified Parties under Section 12.2 shall not exceed $7,500,000; provided, that the limitation set forth in this Section 12.4(c)(iv) shall not apply to claims pursuant to Sections 12.2(d) and 12.2(e). (d) Notwithstanding anything in this Agreement to the contrary, none of the limitations set forth in this Section 12.4 shall apply to any Losses that may be incurred by virtue of or result from any fraud or intentional misrepresentation. (e) The Parties acknowledge that the same set of facts and circumstances could give rise to indemnification obligations under one or more provisions of this Article 12. The Party seeking indemnification shall be permitted to determine the provision under which it shall make its claims in its sole discretion and, at its option, shall be permitted to make claims in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatealternative under multiple provisions.

Limitations on Indemnification. The obligations Notwithstanding anything in Section 8.2 to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): contrary, (a) notifying Seller shall have no indemnification obligations pursuant to Section 8.2(a) until such time as the indemnifying Party total amount of a claimall Losses that have been suffered or incurred by any one or more of the Buyer Indemnified Persons, demand or suit within [***] to which any one or more of receipt the Buyer Indemnified Persons has or have otherwise become subject, exceeds $75,000 in the aggregate. At such time as the total amount of samesuch Losses exceeds $75,000 in the aggregate, the Buyer Indemnified Persons shall be entitled to be indemnified against the full amount of such Losses in excess of $75,000; provided, however, that Indemnitee’s failure or delay in providing if any single Loss exceeds $50,000, the Buyer Indemnified Persons shall be entitled to be indemnified against the full amount of such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; Loss. (b) allowing Buyer shall have no indemnification obligations pursuant to Section 8.2(b) until such time as the indemnifying Party total amount of all Losses that have been suffered or its insurers the right to assume direction and control incurred by any one or more of the defense Seller Indemnified Persons, or to which any one or more of the Seller Indemnified Persons has or have otherwise become subject, exceeds $75,000 in the aggregate. At such time as the total amount of such Losses exceeds $75,000 in the aggregate, the Seller Indemnified Persons shall be entitled to be indemnified against the full amount of such Losses in excess of $75,000; provided, however, if any single Loss exceeds $50,000, the Seller Indemnified Persons shall be entitled to be indemnified against the full amount of such Loss. Notwithstanding anything to the contrary, no Indemnified Party shall be entitled to be indemnified for any Loss incurred, accrued or sustained by such party as a result of any claimLoss resulting from the negligence, demand willful misconduct or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense breach of this Agreement by such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateparty.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Seller shall not be required to indemnify the indemnifying Party Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a claimresult of such breaches, demand as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or suit within [***] of receipt of samethe Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that Indemnitee’s failure or delay the limitations contained in providing such notice this sentence and the immediately preceding sentence shall not relieve apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying Party of its indemnification obligation except party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the indemnifying Party is prejudiced therebyaggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); (b) allowing provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying Party party or its insurers an Affiliate thereof upon the right to assume direction and control of the defense of any claimindemnified party, demand or suit; as applicable. (c) using its best efforts to cooperate with Following the indemnifying Party or its insurersClosing, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; sole and (d) not settling or compromising any claim, demand or suit without prior written authorization exclusive remedy of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required parties hereto with respect to any settlement involving only and all claims relating to the payment matters addressed in Section 9.1 or Section 9.2 (other than claims of monetary awards for which common law fraud alleged to have been committed by or on behalf of the indemnifying Party will party or an Affiliate thereof upon the indemnified party) shall be fully-responsible. The Indemnitee shall have pursuant to the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information indemnification provisions set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateARTICLE IX.

Limitations on Indemnification. The obligations 10.4.1. To the extent that any circumstance giving rise to indemnifyindemnification under this Section ‎10 is reasonably capable of being remedied by the Indemnifying Person (as defined below), defend, and hold harmless set forth in Sections 11.1 the Indemnified Person (Indemnification by Selecta) and 11.2 (Indemnification by Sparkas defined below) shall afford the Indemnifying Person such opportunity as is reasonable to remedy such circumstance. 10.4.2. No indemnification shall be contingent upon payable to any Buyer Indemnified Person under Section ‎10.2.1 or to any Seller Indemnified Person under Section ‎10.3.1, until the Party seeking indemnification aggregate amount of all Losses incurred by all Buyer Indemnified Persons or all Seller Indemnified Persons, as the case may be, exceeds US$300,000 (Three Hundred Thousand United States Dollars), whereupon Buyer Indemnified Persons or Seller Indemnified Persons, as the case may be, shall be entitled to receive the full amount of all Losses (i.e., including the first US$300,000 (Three Hundred Thousand United States Dollars) of such Losses); 10.4.3. The maximum aggregate liability of Seller pursuant to Section ‎10.2.1 and of Buyer pursuant to ‎10.3.1 shall be the equal to $5,250,000 (Five ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars) (the “IndemniteeMaximum Indemnification Amount”): (a) notifying ), except for claims arising from fraud or willful misrepresentation, to which the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Maximum Indemnification Amount shall not relieve apply; 10.4.4. Anything herein to the indemnifying Party of its indemnification obligation contrary notwithstanding, Buyer shall not be entitled to recover any indirect, consequential, special, exemplary, punitive or similar damages, except to the extent that such damages are awarded to a third party in a Third Party Claim (as defined below); 10.4.5. No claims for indemnification against any Indemnifying Person (as such term is defined below) under this Section ‎10, may be made following the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control expiration of the defense of any claimSurvival Date, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party exception only of claims based on fraud or its insurerswillful misrepresentation, which shall survive for the period of their statutory limitation. 10.4.6. As security for the indemnity provided by Seller for in Section ‎10.2.1 above only, at the indemnifying Party’s expenseClosing, the Buyer shall deposit a portion of the cash amount of the Purchase Price payable at the Closing with the Escrow Agent as detailed below (the "Escrow Amount"), to be governed by the terms set forth in the defense of such claim, demand or suit; Escrow Agreement. The Escrow Amount shall be deposited into an interest bearing account and (d) not settling or compromising any claim, demand or suit without prior written authorization interest earned thereon will be held and distributed in accordance with the Escrow Agreement. The Escrow Amount to be deposited shall equal the result of the indemnifying Party following calculation: (not i) $3,500,000 minus (ii) any amount of the Purchase Price that is subject to the Earn-Out Mechanism as at the Closing, such that if at least US$ 3,500,000 of the Purchase Price is subject to the Earn-Out Mechanism as at the Closing, then no amount shall be unreasonably withheld)deposited with the Escrow Agent. The indemnifying Party will act reasonably and in good faith with respect Subject to all matters relating to such claimthe terms of the Escrow Agreement, demand or suit and will not settle or otherwise resolve such claimthe Escrow Amount shall be held by the Escrow Agent for a period of 12 months, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for immediately following which the indemnifying Party will full amount of the Escrow Amount held at such time by the Escrow Agent shall be fully-responsible. The Indemnitee shall have released and transferred by the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Escrow Agent to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateSeller.

Limitations on Indemnification. The obligations Notwithstanding anything to indemnify, defend, and hold harmless set forth the contrary in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): this Agreement: (a) notifying an Indemnifying Party shall not be liable to an Indemnitee for any Indemnifiable Losses and no Party hereto shall be liable to any other Party hereto for any breach of this Agreement unless and only to the indemnifying extent that the aggregate of Indemnifiable Losses for such Indemnifying Party of a claim, demand or suit within [***] of receipt of sameincurred under this Agreement exceeds US$1,000,000; provided, however, that Indemnitee’s failure no losses may be claimed under Section 7.2 by any Indemnitee or delay shall be reimbursable by or shall be included in providing such notice calculating the aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (b) the maximum aggregate amount of Indemnifiable Losses that may be recovered from an Indemnifying Party under this Agreement shall be US$7,555,556; (c) an Indemnifying Party shall not relieve have any liability under any provision of this Agreement 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 indemnifying breach or alleged breach of this Agreement; (d) no Indemnitee shall have any claim or recourse against the Indemnifying Party or its officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Indemnitee had, prior to the execution of its indemnification obligation except this Agreement, actual (but not constructive or imputed) knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable in respect of any claim for Indemnifiable Loss to the extent that such claim is attributable to, or such claim is increased as a result of, any legislation not in force at the indemnifying date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (f) no Indemnitee shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) an Investor Indemnitee shall be deemed to be a recovery by each of the Investor Indemnitees and (ii) by an Investee Indemnitee shall be deemed to be a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is prejudiced therebyreferable to the matter giving rise to the claim or obtains a relief which is so referable, the Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the third party (or the value of the relief obtained, calculated by reference to the amount saved); or (bii) allowing if the indemnifying figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party to the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, such lesser amount as shall have been so paid by the Indemnifying Party. (h) if, at any time, an Investor exercises its insurers rights under Sections 12.1(b) (in connection with a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to assume direction and control of the defense of seek indemnification under Section 7.2, specific performance under Section 7.5, or any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, other remedy at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle law or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only breach, violation or non-performance of any representation, warranty, covenant or agreement contained in any of the payment Investment Documents (other than Sections 12.1 and 12.3 of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateInvestor Rights Agreement).

Limitations on Indemnification. The obligations to indemnifyNotwithstanding the foregoing provisions of Section 11.1, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying no party shall be required to indemnify the indemnifying Party other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of a claimall amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, demand or suit within [***] of receipt of same; providedthe responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing in no event shall the indemnifying Party liability of Sellers, on the one hand, or its insurers Purchaser, on the right other hand, with respect to assume direction and control of the defense of any claimindemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, demand or suit; (c) using its best efforts if prior to cooperate the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the indemnifying Party Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or its insurersany other claim or cause of action under this Agreement, at the indemnifying Party’s expenselaw or in equity on account of any such Purchaser Waived Breach, in the defense of such claim, demand or suit; and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith apply with respect to all matters relating to such claimLosses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, demand Sellers or suit and will not settle either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment Section 11.6 of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateAgreement.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Seller shall not be required to indemnify Purchaser under Section 4.1(a) and Section 4.1(b) and Purchaser shall not be required to indemnify Seller under Section 4.2, unless the indemnifying Party aggregate amount of all Losses incurred by Purchaser or Seller as a claimresult of such breaches, demand exceeds $15,000. Once such aggregate amount of such Losses incurred by Purchaser, on the one hand, or suit within [***] of receipt of sameSeller, on the other hand, exceeds $15,000, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification for amounts relating back to the first dollar; provided, however, that Indemnitee’s failure or delay the limitations contained in providing such notice this sentence and the immediately preceding sentence shall not relieve apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying Party of its indemnification obligation except party or an affiliate thereof upon the indemnified party, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for any Losses under Section 4.1(a) and Section 4.1(b) or Section 4.2, to the extent the indemnifying Party is prejudiced therebyaggregate amount of all such Losses exceeds $1,000,000; provided, however, that (bi) allowing the foregoing limitation on Purchaser’s obligation to indemnify Seller under Section 4.2(d) shall not apply where the claim arising after the Effective Time with respect to the Transferred Assets and Assumed Liabilities results entirely from acts or omissions of Purchaser occurring after the Effective Time and (ii) the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying Party party or its insurers an affiliate thereof upon the right to assume direction and control of the defense of any claimindemnified party, demand or suit; as applicable. (c) using its best efforts to cooperate with Following the indemnifying Party or its insurersClosing, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; sole and (d) not settling or compromising any claim, demand or suit without prior written authorization exclusive remedy of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required parties hereto with respect to any settlement involving only and all claims relating to the payment matters addressed in Section 4.1 or Section 4.2 (other than claims of monetary awards for which common law fraud alleged to have been committed by or on behalf of the indemnifying Party will party or an affiliate thereof upon the indemnified party) shall be fully-responsible. The Indemnitee shall have pursuant to the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information indemnification provisions set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateArticle IV.

Limitations on Indemnification. The obligations Notwithstanding anything to indemnify, defend, and hold harmless the contrary in this Agreement: (a) Any claim under Section 8.2 or Section 8.3 or Article IX required to be made on or prior to the expiration of the applicable survival period set forth in Sections 11.1 Section 8.1 and not made on or prior to such expiration in accordance with Section 8.1 shall be irrevocably and unconditionally released and waived by the party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by Section 8.1 and this Section 8.5 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Section 8.1 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. (Indemnification by Selectai) The Seller Indemnitees shall not be entitled to recover from any Seller for any claim pursuant to Section 8.2(a), Section 8.2(b) or Article IX unless such claim individually or a series of related claims involves Losses in excess of $25,000 (the “De Minimis Threshold”), it being understood that if such Losses do not exceed the De Minimis Threshold, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitee’s indemnifiable Losses under Section 8.2(a), Section 8.2(b) or Article IX; (ii) the Seller Indemnitees shall not be entitled to recover from any Seller for any claims pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) until the aggregate amount of the Seller Indemnitees indemnifiable Losses under Section 8.2(a)(ii) and 11.2 Section 8.2(b)(ii) exceeds $4,500,000 (Indemnification by Sparkthe “Deductible”), it being understood that if such Losses exceed the Deductible, the Seller Indemnitees shall only be entitled to indemnification for Losses under Section 8.2(a)(ii) or Section 8.2(b)(ii) in excess of the amount of the Deductible; (iii) the maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) shall be contingent upon an amount equal to such Seller’s proportion (determined in accordance with the Party seeking indemnification Seller Proportions) of $34,000,000; and (iv) the “Indemnitee”): maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2 and Article IX shall be an amount equal to such Seller’s proportion (adetermined in accordance with the Seller Proportions) notifying of the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Total Seller Payment. (c) Sellers shall not relieve the indemnifying Party of its indemnification obligation except be required to indemnify or hold harmless any Seller Indemnitees against any Losses or Taxes to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party related liabilities were reflected in, reserved for or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, taken into account in the defense determination of such claimWorking Capital as of immediately prior to the Closing and reduced the Aggregate Common Equity Price accordingly, demand or suit; and Closing Date Indebtedness. (d) not settling The amount of any Losses or compromising Taxes for which indemnification is provided under this Article VIII or Article IX shall be net of any claimamounts recovered by the Indemnified Party under insurance policies, demand indemnity or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith contribution agreements, Contracts or otherwise with respect to such Losses (in each case, with a third party), as applicable (it being agreed that if any such amounts are recovered by the Indemnified Party in respect of any such Losses subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such amounts shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Parties shall use, and cause their Affiliates to use, commercially reasonable efforts to seek recovery under all matters relating provisions covering such Losses to the same extent as it would if such claim, demand Losses were not subject to indemnification hereunder. Any amount of Losses or suit and will not settle Taxes for which reimbursement or otherwise resolve such claim, demand indemnification is provided under this Agreement shall be determined net of any Tax Benefit actually realized by the Indemnified Party arising from the incurrence or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards any such Loss or Tax. Claims for which the indemnifying Party will Taxes shall be fully-responsible. The Indemnitee made solely pursuant to Article IX, and no claims therefor shall have the rightbe made under this Article VIII, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect each case subject to the omitted portions provisions of this Section 8.5. In the event of any conflict between this Article VIII and Article IX, the provisions of Article IX shall govern, in each case subject to the defense provisions of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatethis Section 8.5.

Limitations on Indemnification. The obligations (a) Notwithstanding anything to indemnifythe contrary herein, defendthe Indemnified Parties may not recover for indemnification under Section 9.2(a)(i) for breaches of or inaccuracies in the representations and warranties contained in this Agreement or the Officer’s Certificate (other than for breaches of the IP and Privacy Representations and Surviving Representations) until such time as the cumulative amount of all Losses that may be claimed under Section 9.2(a)(i) exceeds $1,500,000 (the “Basket”), at which time the Indemnified Parties shall be entitled to recover in accordance with this Agreement all such Losses, including those that comprised any portion of the Basket. (b) Except in the case of fraud or willful breach in connection with this Agreement or the transactions contemplated hereby or with respect to the IP and hold harmless set forth in Sections 11.1 (Indemnification by SelectaPrivacy Representations and Surviving Representations, the Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 9.2(a)(i) and 11.2 (Indemnification by Sparkor Section 9.2(a)(ii) shall be contingent upon recourse against the cash and stock held by the Escrow Agent as Escrow Amount, and the liability of each Indemnifying Party seeking for indemnification claims under Section 9.2(a)(i) or Section 9.2(a)(ii) shall be limited, in the aggregate, to a dollar amount equal to such Indemnifying Party’s Pro Rata Portion of the Escrow Amount. (c) In the “Indemnitee”): event of fraud or willful breach in connection with this Agreement or the transactions contemplated hereby, claims under Section 9.2(a)(i) and Section 9.2(a)(ii) relating to IP and Privacy Representations, Surviving Representations or claims under Section 9.2(a)(iii) through (a) notifying x), the indemnifying Party of a claim, demand or suit within [***] of receipt of sameIndemnified Parties shall be entitled to bring indemnification claims directly against the Indemnifying Parties; provided, however, that Indemnitee’s failure (i) the Indemnified Parties shall only be permitted to recover Losses from the Indemnifying Parties in respect of such claims if and the extent that the Escrow Amount is no longer available, and (ii) in no event shall the liability of any Indemnifying Party for (A) claims under Section 9.2(a)(i) and (ii) relating to IP and Privacy Representations exceed $80,000,000 in the aggregate (inclusive of any and all amounts paid from the Escrow Amount) and (B) claims under Section 9.2(a)(i) and (ii) relating to Surviving Representations or delay claims under Section 9.2(a)(iii) through (x), exceed the Total Consideration actually received (including any amounts remaining in providing the Escrow Fund and the Representative Expense Fund) by such notice Indemnifying Party hereunder, in each case except in the case of fraud or willful breach (in which event there shall not relieve be no limitation on the indemnifying liability of such Indemnifying Party in connection with a claim based on fraud or willful breach on the part of its indemnification obligation such Indemnifying Party or on the part of the Company in which such Indemnifying Party participated or had knowledge of such fraud or willful breach, it being understood that the liability of any other Indemnifying Party shall be capped at the Merger Consideration actually received by such Indemnifying Party hereunder) or under applicable Law except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and imposed under applicable Law. (d) not settling Notwithstanding anything to the contrary herein, nothing in this Agreement shall act to limit, expand or compromising extend any claimcommon law duty or obligation under applicable Law to mitigate any Losses that may be suffered by the Indemnified Parties. (e) Losses shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case, demand calculated net of any actual collection costs and reserves, deductibles, or suit premium adjustments); provided, however, that in the event that the Indemnified Parties first recover from the Escrow Amount or the Indemnifying Parties for any Losses and thereafter recover for those same Losses pursuant to any existing insurance policies and contractual indemnification or contribution provisions, then the amount so recovered shall be returned to the Escrow Amount or paid to the Indemnifying Parties, as applicable. In addition, Losses shall exclude exemplary or punitive damages, unless specifically awarded to a third party and paid to such third party by an Indemnified Party. For avoidance of doubt, the Indemnified Parties shall have no obligation to seek any such recovery under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (f) Any liability for indemnification under this Article IX shall be determined without prior written authorization duplication of recovery by reason of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating state of facts giving rise to such claimliability constituting a breach or inaccuracy of more than one representation, demand warranty, covenant or suit and will not settle or otherwise resolve such claimcertificate. (g) For purposes of this Article IX, demand or suit without the Indemnitee’s prior written consent, which will not all Parent Class A Common Stock subject to recovery shall be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, valued at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateParent Trading Price.

Limitations on Indemnification. The obligations Notwithstanding any provision in this Agreement to indemnifythe contrary, defend, Acquiror and hold harmless Contributor agree as follows: (i) the obligation of either party under this Section 14 to indemnify the other party for a breach of a representation or warranty set forth in Sections 11.1 Section 8 of this Agreement shall only become operative after the total amount of such claims for indemnification by the other party exceed Three Hundred Seventy Thousand Dollars (Indemnification $370,000) (net of insurance proceeds actually received by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Indemnified Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party within three months after determination of a claim, demand or suit within [***] of receipt of sameliability; provided, however, that Indemnitee’s failure or delay in providing such notice the Indemnified Party shall not relieve be required seek enforcement of any insurance liability in a court of law), and when the indemnifying Party amount of its such claims exceed Three Hundred Seventy Thousand Dollars ($370,000), reimbursement will be limited to those claims in excess of Three Hundred Seventy Thousand Dollars ($370,000); (ii) the aggregate liability of either party for indemnification obligation except pursuant to this Section 14 shall not exceed the aggregate amount of the Contribution Consideration and the Additional Consideration (with the OP Units delivered at the Closing and the Additional Closing valued at $17.50 per OP Unit) (the "Cap"); provided, however, that no OP Unit Recipient shall be liable pursuant to this Section 14 for more than that portion of the Cap equal to the product of (a) the Cap, multiplied by (b) the total number of OP Units received by such OP Unit Recipient, divided by the total number of OP Units delivered by Acquiror pursuant to this Agreement; and (iii) Except as hereinafter provided, all representations and warranties made in Section 8 by Contributor and/or the OP Unit Recipients and by Acquiror shall survive (a) the Closing until the second (2nd) anniversary of the Closing Date and (b) the Additional Closing until the second (2nd) anniversary of the Additional Closing Date, and shall not merge into any instrument of conveyance delivered at the Closing or the Additional Closing; provided, however, that the foregoing limitation shall not apply to the extent the indemnifying Party any claim for indemnification is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required made under this Agreement with respect to any settlement involving only the payment of monetary awards representation, warranty, covenant or agreement that would otherwise terminate pursuant to this Section 14D and a notice for indemnification shall have been timely given under Section 14 on or prior to such termination date, in which the indemnifying Party case such survival period will be fully-responsible. The Indemnitee shall have extended as it relates to such related claims until the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document related claim for indemnification has been omitted satisfied or otherwise resolved as provided in Section 14. This Section shall not limit in any way the survival and filed separately with enforceability of any covenant or agreement of the Securities parties hereto which by its terms contemplates performance after the Closing Date, which shall survive for the respective periods set forth herein. Notwithstanding the foregoing, the representations and Exchange Commission. Confidential treatment has been requested with respect to warranties contained in Section 8A(xv), (xvi) and (xxiv) shall survive until the omitted portions in expiration of the defense statute of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatelimitations applicable thereto.

Limitations on Indemnification. The obligations (a) Notwithstanding any other provision in this Agreement to indemnifythe contrary, defendthe Buyer Indemnitees and the Seller Indemnitees shall not be entitled to indemnification for breaches of representations and warranties pursuant to Section 11.02(a)(i), Section 11.02(b)(i) or Section 11.02(c) (“Warranty Breaches”), unless and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon until the Party seeking indemnification aggregate amount of Damages to the Buyer Indemnitees or the Seller Indemnitees, respectively, with respect to Warranty Breaches exceeds 1.0% of the Purchase Price (the “IndemniteeDeductible”): (a) notifying ), and then only to the indemnifying Party of a claim, demand or suit within [***] of receipt of sameextent such Damages exceed the Deductible; provided, however, provided that Indemnitee’s failure or delay in providing such notice the Deductible shall not relieve apply to any claim based on fraud or willful misconduct of the indemnifying Party Seller Companies, the Founder or the Group Companies. (b) The Seller Companies’ aggregate maximum liability under Section 11.02(a)(i) and Section 11.02(c) shall not exceed RMB167,200,000 (the “Seller Companies Cap”); provided that the Seller Companies Cap shall not apply to any claim based on fraud or willful misconduct of its indemnification obligation any Seller Company. Subject to Section 11.04(h), the sum of the Founder’s maximum liability under Section 11.02(b)(i) and the Group Companies’ maximum liability under Section 11.02(c) shall not exceed RMB136,800,000 (the “Group Companies Cap”); provided that the Group Companies Cap shall not apply to any claim based on fraud or willful misconduct of the Founder or any Group Company. (c) Notwithstanding any other provision in this Agreement to the contrary, Seller, the Founder and the Group Companies party to this Agreement shall not be liable to, or indemnify the Buyer Indemnitees for any Damages (i) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental or exemplary or similar to the indemnifying Party is prejudiced thereby; foregoing or (bii) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, that are in the defense nature of such claim, demand or suit; and lost profits. (d) not settling or compromising any claimFrom and after the Closing, demand or suit without prior written authorization (x) the rights of Buyer, Seller, and the indemnifying Party (not to other Indemnified Parties under this Article 11 shall be unreasonably withheld). The indemnifying Party will act reasonably the sole and in good faith with respect to all matters relating to exclusive remedy of such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Indemnified Parties with respect to any settlement involving only and all Damages suffered by an Indemnified Party arising out of or resulting from this Agreement, other than claims based on fraud or willful misconduct of the relevant party to this Agreement and (y) each party entitled to or seeking indemnification hereunder shall take all reasonable steps to mitigate all Damages after becoming aware of any event which could reasonably be expected to give rise to any Damages. (e) The amount of Damages subject to indemnification under Section 11.02 or Section 11.03 shall be calculated net of (i) any Tax Benefit actually recognized by the Indemnified Party on account of such Damages on or prior to the indemnification payment date (as determined in good faith by the Indemnified Party), (ii) any reserves set forth in the Management Accounts relating to such Damages and (iii) any insurance proceeds (net of monetary awards for which any costs associated therewith and any increases in insurance premium caused thereby) actually received by the indemnifying Indemnified Party will be fully-responsibleon account of such Damages on or prior to the indemnification payment date. The Indemnitee An Indemnified Party shall have the right, at the Indemnitee’s expense, use its commercially reasonable efforts to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested pursue full recovery under all insurance policies with respect to any Damages to the omitted portions same extent as it would if such Damages were not subject to indemnification hereunder. If an Indemnified Party receives insurance proceeds in connection with Damages for which it has received indemnification, such party shall refund to the Indemnifying Party the amount of such insurance proceeds when received (net of any increases in insurance premium caused thereby), up to the amount of indemnification received. If the Indemnified Party determines in good faith that it has received a Tax Benefit on account of such Damages after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is recognized by the Indemnified Party, up to the amount of indemnification received. Except to the extent such refund has been previously taken into account pursuant to the foregoing, in the defense event that a Buyer Indemnitee receives a partial or total refund of such claimany Taxes for which it has been indemnified under this Article 11, demand Buyer shall transfer that amount to Seller within 30 days of receipt. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or suit; provided that reduction in the indemnifying Party shall bear the reasonable fees, costs and expenses amount of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation Taxes which otherwise would be owed by the same counsel or the counsel selected by the indemnifying Party inappropriateIndemnified Party.

Limitations on Indemnification. The obligations to indemnifyNo Buyer Indemnified Party, defendon the one hand, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) or any Seller Indemnified Party, on the other hand, shall be contingent upon the Party seeking entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Sections 6.2(a)(i) or Sections 6.2(b)(i), as applicable (the “Indemnitee”): (a) notifying the indemnifying Party of a claimor, demand or suit within [***] of receipt of same; providedif more than one such Indemnifiable Claim is asserted, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without Indemnifiable Claims) until the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required aggregate amount of Damages with respect to any settlement involving only all such Indemnifiable Claims or Buyer Indemnified Parties or Seller Indemnified Parties, as the payment case may be, exceeds Twenty-Five Thousand Dollars ($25,000) (the "Threshold"), in which event such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall be entitled to indemnification hereunder for all Damages in excess of monetary awards for which the indemnifying Party Threshold, provided that the Threshold will be fully-responsiblenot apply to a breach of representation or warranty under Sections 3.2(b), (e) (as to title), or (f). The Indemnitee shall have Furthermore, the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested maximum aggregate liability of Seller with respect to all Indemnifiable Claims pursuant to Sections 6.2(a)(i) and the omitted portions in maximum aggregate liability of Buyer with respect to all Indemnifiable Claims pursuant to Sections 6.2(b)(i) shall be Twelve Million Dollars ($12,000,000) (the defense of such claim"Cap"), demand or suit; provided that the indemnifying Party Cap will not apply in instances of fraud or in the event of a breach of representation or warranty under Sections 3.2(b), (e) (as to title), or (f). Furthermore, no Buyer Indemnified Party, on the one hand, or any Seller Indemnified Party, on the other hand, shall bear the reasonable feesbe entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Section 6.2, costs and expenses of as applicable (or, if more than one such separate counsel and participation if Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) to the Indemnitee extent such Indemnified Party receives insurance proceeds or third party contractual payments for the Indemnifiable Claim or to the extent that the Indemnifiable Claim is included in the calculation of Standard Cost pursuant to the Long-Term Supply Agreement. Buyer shall have reasonably determinednot be entitled to indemnification under Section 6.2(a)(vi) to the extent that Buyer incurs costs, after consultation with counselexpenses or liability other than (x) for a clean-up action or remediation required by law or initiated by a third-party (including, that an actual but not limited to, a governmental authority or potential conflict agency) or (y) discovered in the ordinary course of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateBuyer's business.

Limitations on Indemnification. The obligations to indemnify(a) Nothing herein shall limit the liability of the Company for any willful or intentional breach of any representation, defend, and hold harmless warranty or covenant set forth in Sections 11.1 this Agreement if the transactions contemplated hereby are not consummated. (Indemnification b) If the transactions contemplated hereby are consummated, the indemnification provisions set forth in Section 8.2 shall be the sole and exclusive remedy available to the Indemnified Parties for the matters set forth therein (except as otherwise contemplated by SelectaSection 8.3(b)), except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). (c) The Escrowed Cash and 11.2 Escrowed Stock shall be held as a source of security for the Company Stockholders’ indemnification obligations under Section 8.2(i) – (Indemnification by Sparkiv)). If the transactions contemplated hereby are consummated, the maximum amount the Indemnified Parties may recover pursuant to the indemnity set forth in Section 8.2(i) shall be contingent upon an amount equal to the Party seeking indemnification Escrowed Cash and the Escrowed Stock, except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). Notwithstanding the foregoing, in cases of breaches of any of the Specified Representations or a claim under Section 8.2(v), in no event shall the Indemnified Parties be entitled to recover from any Company Stockholder pursuant to any indemnity hereunder an amount in excess of the aggregate proceeds actually received hereunder by such Company Stockholder in connection with the disposition of their Company Capital Stock (less the aggregate amount of all other indemnity recoveries made against such Company Stockholder under the terms of this Agreement). (d) If the transactions contemplated hereby are consummated, the Indemnified Parties may not recover pursuant to the indemnity set forth in Section 8.2(i) or Section 8.2(v) unless and until one or more Officer’s Certificates identifying Losses in excess of One Hundred Twenty Thousand Dollars ($120,000) in the aggregate (the “IndemniteeBasket”): (a) notifying has or have been delivered to the indemnifying Party of a claimStockholder Representative in accordance with this Agreement, demand or suit within [***] of receipt of samein which case Parent shall be entitled to recover pursuant to the indemnity set forth in Section 8.2(i) all such Losses; provided, however, that Indemnitee’s failure or delay in providing such notice the foregoing Basket limitation shall not relieve apply to indemnification claims under Section 8.2(i) that arise out of (X) any breach or inaccuracy of one or more of the indemnifying Party Specified Representations (other than claims arising out of a breach or inaccuracy of Section 3.10 (Tax Matters) which shall have the benefit of the Basket as shall any claim under Section 8.2(v)), (Y) any Losses in respect of or in any way related to or arising out of the employment (including, without limitation, the termination of such employment) of the former Employees identified on Schedule 8.3(d). (e) Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative an unaudited balance sheet of the Surviving Entity, as of the Closing Date applying the same principles and assumptions used in preparing the Current Balance Sheet (the “Closing Balance Sheet”). Any indemnification claims based on the difference between the Closing Balance Sheet and the Current Balance Sheet shall be governed by the terms and procedures of this Section 8.3(e). (i) In the event that the Net Asset Value based on the Closing Balance Sheet is less than negative $1,445,592 (such an amount is equal to the sum of (A) $125,000 plus (B) $1,320,592 (which represents the negative Net Asset Value as set forth in the Current Balance Sheet), then an amount equal to such difference (such amount, the “Post-Closing Balance Sheet Adjustment”) shall be paid to Parent out of the Escrow Fund in accordance with the expedited dispute resolution procedures set forth below. (ii) Subject to the expedited dispute resolution procedures set forth below, if the Post-Closing Balance Sheet Adjustment exceeds the amount in the Escrow Fund, Parent shall be entitled to recover directly from the Company Stockholders any amount of the Post-Closing Balance Sheet Adjustment not covered by the Escrow Fund. (iii) The parties acknowledge that the Post-Closing Balance Sheet Adjustment is not intended to result in any double-counting for purposes of the other indemnification obligations of the Company Stockholders pursuant to Article VIII of this Agreement and therefore no items taken into account for purposes of compiling the Closing Balance Sheet and calculating Post-Closing Balance Sheet Adjustments shall be treated as valid indemnification items hereunder. (iv) Following delivery by Parent to the Stockholder Representative of the Closing Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent and any personnel which relate to the preparation of the Closing Balance Sheet for purposes of resolving any disputes concerning the Closing Balance Sheet and the calculation of the Net Asset Value at Closing. (v) The Stockholder Representative shall have ten (10) days following delivery of the Closing Balance Sheet during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of the Net Asset Value at Closing or the Closing Balance Sheet, as it affects such calculation, setting forth a reasonably specific and detailed description of its indemnification obligation except objections and the dollar amount of each objection. (vi) If the Stockholder Representative objects to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party Closing Balance Sheet or its insurers the right to assume direction and control Parent’s calculation of the defense Net Asset Value at Closing as reflected thereon, Parent and the Stockholder Representative shall attempt to resolve any such objections within ten (10) days of the receipt by Parent of the Notice of Objection. If Parent and the Stockholder Representative are unable to resolve any claimsuch dispute within the ten (10) day period referred to above, demand or suit; Parent and the Stockholder Representative shall submit the dispute to mutually agreeable independent registered public accounting firm (cthe “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) using act in its best efforts capacity as an expert and not as an arbitrator, (y) consider only those matters as to cooperate with which there is a dispute between the indemnifying Party or parties and (z) be instructed to reach its insurersconclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Stockholder Representative submit any dispute to the Independent Accounting Firm, at each such party may submit a “position paper” to the indemnifying Party’s expense, in Independent Accounting Firm setting forth the defense position of such claimparty with respect to such dispute, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheldconsidered by such Independent Accounting Firm as it deems fit. Each of Parent and the Stockholder Representative shall bear their own respective costs in connection with this Section 8.3(e)(vi). The indemnifying Party will act reasonably and in good faith with respect to all matters expenses relating to the engagement of the Independent Accounting Firm shall be split equally between Parent and the Stockholder Representative; provided, however, that if the position of either such claimparty is more than 10% different from the conclusion reached by the Independent Accounting Firm (or if both parties positions are more than 10% different, demand or suit then the party whose variance is the highest from the conclusion of the Independent Accounting Firm), then such party shall bear all of the expenses of the Independent Accounting Firm, all reasonable costs incurred by the Independent Accounting Firm, and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information notwithstanding anything else in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Section 8.3(e)(vi) or in this Agreement to the omitted portions in contrary, the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one the other party incurred with respect to this Section 8.3(e)(vi). (vii) If the Stockholder Representative does not deliver a Notice of Objection in accordance with the terms of Section 8.3(e)(v), the Closing Balance Sheet (together with Parent’s calculation of the Net Asset Value at Closing reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Stockholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Stockholder Representative are able to resolve such separate counsel dispute by mutual agreement, the Closing Balance Sheet, together with Parent’s calculation of the Net Asset Value at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. (viii) In the event that the Stockholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and participation if Parent and the Indemnitee Stockholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties, and the Closing Balance Sheet, together with Parent’s calculation of the Net Asset Value at Closing reflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculation of the Net Asset Value at Closing reflected on any such Closing Balance Sheet shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent, the Stockholder Representative nor the Company Stockholders shall have reasonably determinedany further right to challenge such calculation of the Net Asset Value at Closing, after consultation with counselwhether pursuant to the terms of Section 8.3 or otherwise. (f) Nothing in this Agreement shall limit the liability of the Company Stockholders (and the indemnification shall not be the exclusive remedy) in respect of any Losses arising out of any fraud, willful breach or intentional misrepresentation. (g) It is understood that an actual nothing in this Agreement shall eliminate the ability of any party hereto to apply for equitable remedies to enforce the other parties’ obligations under this Agreement. (h) Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that any Indemnified Party had knowledge of the breach, event or potential conflict of interest makes representation by circumstance giving rise to such Loss prior to the same counsel Closing or waived any condition to the counsel selected by the indemnifying Party inappropriateClosing related thereto.

Limitations on Indemnification. The obligations (a) No amounts shall be payable for Losses in connection with any claim under Section 12.2 or Section 12.3: (i) unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to indemnifysuch claim, defendsetting forth in reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not prejudiced by any delay in the delivery of such notice) and, in any event, prior to the date on which the applicable representation, warranty, covenant or agreement ceases to survive pursuant to Section 12.1; (ii) to the extent any matter forming the basis for such Loss was (A) reflected or reserved for on the Financial Statements, or (B) taken into account in calculating the Estimated Working Capital or Final Working Capital, and hold harmless no Losses related thereto shall be aggregated for purposes of Section 12.4(b)(ii) or Section 12.4(b)(iii); or (iii) to the extent it asserts a claim for consequential, incidental, indirect, special or punitive damages ((x) other than for reasonably foreseeable consequential damages; provided that neither the Purchaser nor the Seller shall have any further indemnity obligations under Section 12.2 or Section 12.3, respectively, for Losses related to such category of damages once the aggregate of all such Losses paid by it equals $25 million and (y) in the case of punitive damages, other than for amounts payable to third parties in respect of any Third Party Claim pursuant to a Law). (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of the Seller under this Article XII shall be further limited as set forth in Sections 11.1 this Section 12.4(b): (Indemnification by Selectai) and 11.2 (Indemnification by Spark) no indemnity shall be contingent upon payable by the Party seeking indemnification Seller under Section 12.3(a) with respect to any individual claim, or aggregated claims arising out of the same facts, events or circumstances, for Losses that does not exceed $20,000 (the “IndemniteeMinimum Amount”): ); (aii) notifying with respect to individual Losses that are in excess of the indemnifying Party Minimum Amount (the “Covered Losses”), no indemnity shall be payable by the Seller under Section 12.3(a) until the aggregate of a claimsuch Covered Losses exceeds $5,850,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket (provided that with respect to Covered Losses arising from breaches of Section 5.6 or Section 5.7, demand or suit within [***] no indemnity shall be payable by the Seller under Section 12.3(a) until the aggregate of receipt such Covered Losses exceeds $400,000 and then for all such Covered Losses from the first dollar thereof); and (iii) the Seller shall have no further indemnity obligations under Section 12.3(a) once the aggregate of same; all Covered Losses paid by it equals $43,875,000. provided, however, that Indemnitee’s failure or delay in providing such notice the foregoing clauses (i), (ii) and (iii) shall not relieve the indemnifying Party of its indemnification obligation except apply to the extent the indemnifying Party is prejudiced thereby; indemnity obligations with respect to Taxes (b) allowing the indemnifying Party or its insurers the right to assume direction including Taxes that are Excluded Liabilities and control breaches of the defense of any claim, demand or suit; representations and warranties contained in Section 5.11). (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expenseFor purposes of claims for indemnification under Section 12.3(a) and Section 12.3(b), in (i) determining whether there has been a breach of any representation or warranty of the defense of such claim, demand or suit; Seller in this Agreement and (dii) not settling or compromising calculating the amount of any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards Loss for which the indemnifying indemnification is sought by a Purchaser Indemnified Party will pursuant to this Article XII, all “material”, “materially”, “in all material respects” and “Material Adverse Effect” qualifications shall be fully-responsible. The Indemnitee shall have the rightdisregarded, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested each case other than with respect to the omitted portions representations and warranties of the Seller set forth in the defense of such claimSections 5.4(a), demand or suit; provided that the indemnifying Party shall bear the reasonable fees5.4(c), costs 5.9(a), 5.13(a) and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate5.13(b).

Limitations on Indemnification. The obligations Notwithstanding anything to indemnify, defend, and hold harmless the contrary in this Agreement: (a) Any claim under Section 8.2 or Section 8.3 or Article IX required to be made on or prior to the expiration of the applicable survival period set forth in Sections 11.1 Section 8.1 and not made on or prior to such expiration in accordance with Section 8.1 shall be irrevocably and unconditionally released and waived by the party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by Section 8.1 and this Section 8.5 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Section 8.1 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. (Indemnification by Selectai) The Seller Indemnitees shall not be entitled to recover from any Seller for any claim pursuant to Section 8.2(a), Section 8.2(b) or Article IX unless such claim individually or a series of related claims involves Losses in excess of $25,000 (the “De Minimis Threshold”), it being understood that if such Losses do not exceed the De Minimis Threshold, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitee’s indemnifiable Losses under Section 8.2(a), Section 8.2(b) or Article IX; (ii) the Seller Indemnitees shall not be entitled to recover from any Seller for any claims pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) until the aggregate amount of the Seller Indemnitees indemnifiable Losses under Section 8.2(a)(ii) and 11.2 Section 8.2(b)(ii) exceeds $4,500,000 (Indemnification by Sparkthe “Deductible”), it being understood that if such Losses exceed the Deductible, the Seller Indemnitees shall only be entitled to indemnification for Losses under Section 8.2(a)(ii) or Section 8.2(b)(ii) in excess of the amount of the Deductible; (iii) the maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) shall be contingent upon an amount equal to such Seller’s proportion (determined in accordance with the Party seeking indemnification Seller Proportions) of $34,000,000; and (iv) the “Indemnitee”): maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2 and Article IX shall be an amount equal to such Seller’s proportion (adetermined in accordance with the Seller Proportions) notifying of the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Total Seller Payment. (c) Sellers shall not relieve the indemnifying Party of its indemnification obligation except be required to indemnify or hold harmless any Seller Indemnitees against any Losses or Taxes to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party related liabilities were reflected in, reserved for or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, taken into account in the defense determination of such claimWorking Capital as of immediately prior to the Closing and reduced the Aggregate Common Equity Price accordingly, demand or suit; and Closing Date Indebtedness. (d) not settling The amount of any Losses or compromising Taxes for which indemnification is provided under this Article VIII or Article IX shall be net of any claimamounts recovered by the Indemnified Party under insurance policies, demand indemnity or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith contribution agreements, Contracts or otherwise with respect to such Losses (in each case, with a third party), as applicable (it being agreed that if any such amounts are recovered by the Indemnified Party in respect of any such Losses subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such amounts shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Parties shall use, and cause their Affiliates to use, commercially reasonable efforts to seek recovery under all matters relating provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Any amount of Losses or Taxes for which reimbursement or indemnification is provided under this Agreement shall be determined net of any Tax Benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Loss or Tax. Claims for Taxes shall be made solely pursuant to Article IX, and no claims therefor shall be made under this Article VIII, in each case subject to the provisions of this Section 8.5. In the event of any conflict between this Article VIII and Article IX, the provisions of Article IX shall govern, in each case subject to the provisions of this Section 8.5. (e) Except to the extent of Losses payable by an Indemnified Party to a third party in respect thereof, no Indemnifying Party shall, in any event, be liable hereunder to any Indemnified Party for any consequential, incidental, indirect, special or punitive damages, loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity. (f) For purposes of determining the amount of Losses subject to indemnification pursuant to this Article VIII for a breach of representation or warranty (but not, for the avoidance of doubt, for determining whether a breach exists), any limitations or qualifications as to materiality (including the word “material”), Material Adverse Effect or other similar limitation or qualification contained in or otherwise applicable to such claimrepresentation or warranty shall be disregarded (other than in Section 4.4(a), demand Section 4.5(b) or suit in the definitions of Material Adverse Effect, Material Contract and will not settle or otherwise resolve such claim, demand or suit without Material IP). (g) No Indemnified Party shall be entitled to any indemnification hereunder to the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided extent that such consent will not indemnification would constitute a duplicative payment for the same Loss. (h) Except as set forth in Section 8.5(h) of the Company Disclosure Schedule, (i) each of the Parties and the Indemnified Parties shall use its commercially reasonable efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be required with respect expected to give rise to any settlement involving only the payment of monetary awards Losses that are indemnifiable hereunder, and (ii) no Indemnifying Party shall be liable for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect any Losses to the omitted portions in extent they arise out of or result from the defense of Indemnified Party’s failure to use commercially reasonable efforts to mitigate such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateLosses.

Limitations on Indemnification. The obligations Notwithstanding anything to indemnifythe contrary contained in this Section 8: (a) neither Vendor, defendon the one hand, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) nor Purchaser, on the other hand, shall be contingent upon required to indemnify the Party seeking indemnification other or its Vendors, directors, officers and employees in respect of any Losses suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement unless and until the aggregate amount of all Losses exceeds Seventy-Five Thousand United States Dollars (US$70,000.00) (the “IndemniteeBasket”): (a) notifying ), at which point such indemnification obligation shall be from and against all Losses which exceed the indemnifying Party of a claimBasket, demand or suit within [***] of receipt of same; provided, however, provided that Indemnitee’s failure or delay in providing such notice the Basket shall not relieve the indemnifying Party apply to any Losses related to any willful or fraudulent breach by any party hereto of its indemnification obligation except any provision in this Agreement or any document, instrument or agreement that is to be delivered to the extent other party pursuant to the indemnifying Party is prejudiced thereby; terms of this Agreement. (b) allowing the indemnifying Party aggregate amount of Vendor’ indemnification obligations or its insurers the right to assume direction and control of the defense Purchaser’s indemnification obligations for breach of any claimrepresentation or warranty contained in this Agreement shall not exceed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$1,100,000.00) (the “Cap”), demand provided that the Cap shall not apply to any Losses related to any willful or suit; fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement. (c) using its best efforts neither the Vendor, on the one hand, nor Purchaser, on the other hand, shall be required to cooperate with indemnify the indemnifying Party other or its insurersVendors, directors, officers and employees in respect of any individual Loss suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement if such Loss is valued at less than One Thousand United States Dollars (US$1,000.00) (the indemnifying Party’s expense“De Minimis Exception”), and Losses falling within the De Minimis Exception shall not be included in the defense Basket so long as the sum total of such claim, demand or suit; and Losses falling within the De Minimis Exception do not exceed Twenty Five Thousand United States Dollars (US$25,000.00). (d) not settling A party has no obligation or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle liability for indemnification or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only representation or warranty made by such party in this Agreement, or the payment certificates delivered pursuant to Sections 5.02(a) and 5.03(a), after the end of monetary awards the applicable time period specified in Section 8.01, except for claims relating to the representations and warranties that the party has been notified of prior to the end of the applicable time period. (e) A party has no obligation or liability for indemnification or otherwise with respect to any breach or inaccuracy of any representation or warranty in this Agreement, or the certificates delivered pursuant to Sections 5.02(a) and 5.03(a), or any failure to perform or fulfill any covenants or obligations, if the party making the claim had actual knowledge of the breach, inaccuracy or failure to perform on or prior to Closing. For purposes of this paragraph, actual knowledge is knowledge that is acquired because the events, circumstances and consequences of them were clear on their face from materials provided to or obtained by the party making the claim on or prior to Closing and, for greater certainty, includes any waiver of a Closing condition by such party. (f) The Vendor has no liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated damages. (g) Notwithstanding the provisions of the Limitations Act, 2002 (Ontario), Civil Code of Quebec S.Q. 1991, c.64 or any other statute, a proceeding or arbitration in respect of a claim for indemnification or otherwise arising from any breach or inaccuracy of any representation or warranty in this Agreement must be commenced on or before six months after the date on which the indemnifying party making the representation or warranty was notified of the claim, so long as the party was notified of the claim prior to the end of the applicable time period specified in Section 8.01. Any applicable limitation period is extended or varied to the full extent permitted by law to give effect to this Section 8.08(g). (h) Any Indemnified Party is not entitled to double recovery for any claims even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. (i) Nothing in this Agreement in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the Indemnified Party shall take all appropriate steps to enforce such recovery, settlement or payment and the amount of any Losses of the Indemnified Party will be fully-responsiblereduced by the amount of insurance proceeds actually recoverable by the Indemnified Party. (j) Except as provided in this Section 8.08(j), the indemnities provided in Section 8.02 and Section 8.03 constitute the only remedy of the Purchaser or the Vendor, respectively, against a party in the event of any breach of a representation, warranty, covenant or agreement of such party contained in this Agreement. The Indemnitee shall have Parties acknowledge that the right, at the Indemnitee’s expense, failure to employ one separate counsel and to participate [***] Certain information comply with a covenant or obligation contained in this document has been omitted Agreement may give rise to irreparable injury to a party inadequately compensable in damages. Accordingly, a party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and filed separately with without requirement of posting a bond or other security). Each of the Securities Purchaser and Exchange Commission. Confidential treatment has been requested with respect the Vendor expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateas against any other Party.

Limitations on Indemnification. The obligations (a) To the extent that a Party shall have any obligation to indemnify, defend, indemnify and hold harmless any other Person hereunder, such obligation shall not include lost profits or other consequential, special, punitive, incidental or indirect damages (and the injured Party shall not recover for such amounts). (b) The amount of any loss, liability, cost or expense for which indemnification is provided under this Article 10 shall be net of any amounts actually recovered by a Buyer Indemnitee or a Seller Indemnitee, as the case may be, under an insurance policy with respect to such loss, liability, cost or expenses. (c) Except as provided in Article 11 and except for fraud, from and after the Closing, the indemnification obligations set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon this Article 10 are the Party seeking indemnification (exclusive remedy of the “Indemnitee”): Indemnitees: (a) notifying for any inaccuracy in any of the indemnifying Party representations or any breach of a claim, demand any of the warranties or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced therebycovenants contained herein or; (b) allowing otherwise with respect to this Agreement, the indemnifying Party Company and the transactions contemplated by this Agreement and matters arising out of, relating to or its insurers resulting from the right to assume direction subject matter of this Agreement, whether based on statute, contract, tort, property or otherwise, and control of whether or not arising from the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying relevant Party’s expensesole, in the defense of such claimjoint or concurrent negligence, demand strict liability or suit; and other fault. (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying No claim for indemnification shall be subject to assertion and no Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have an obligation to indemnify a Seller Indemnitee or Buyer Indemnitee (an “Indemnity”), as the rightcase may be, at for any loss or liability unless and until such Indemnity shall have incurred loss or liability in an aggregate amount in excess of $380,000 (the Indemnitee’s expense, to employ one separate counsel “Deductible) and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of then such claim, demand or suit; provided that the indemnifying Party shall bear be liable only for such incurred loss or liability in excess of the reasonable feesDeductible. (e) Notwithstanding anything herein to the contrary, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation aggregate liability for which indemnification is provided by the same counsel Sellers under this Article 10 shall in no event exceed $7,600,000 in the aggregate (the “Seller Cap”). (f) Sellers shall not be liable under this Article 10 for any loss, liability, cost or expense based upon or arising out of any breach of any of the counsel selected by representations, warranties or covenants of a Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the indemnifying Party inappropriateClosing.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying The Purchaser Indemnified Persons shall not have the indemnifying Party right to be indemnified for breaches of representations and warranties pursuant to CLAUSE ------ (I) of the first sentence of SECTION 8.1(A) unless and until the Purchaser --- -------------- Indemnified Persons shall have incurred on a claimcumulative basis aggregate Losses in an amount exceeding $25,000, demand or suit within [***] of receipt of samein which case the Purchaser Indemnified Persons shall be entitled to indemnification for all Losses incurred by the Purchaser Indemnified Persons; provided, however, that Indemnitee’s failure or delay (i) except as provided in providing such notice CLAUSE -------- ------- ------ (II) of this proviso, the sum of all Losses pursuant to which indemnification is ---- payable by the Shareholder Indemnifying Persons pursuant to CLAUSE (I) of the ---------- first sentence of SECTION 8.1(A) shall not relieve exceed $750,000 and (ii) the indemnifying Party sum of its --------------- all Losses pursuant to which indemnification obligation except is payable by the Shareholder Indemnifying Persons pursuant to the extent the indemnifying Party is prejudiced thereby; CLAUSE (bI) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense first sentence of any claim, demand or suit; SECTION ---------- ------- 8.1 (cA) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions representations and warranties set forth in SECTIONS ------ -------- 3.1 and 4.4 shall not exceed the defense Aggregate Merger Consideration. --- --- Notwithstanding anything to the contrary stated above, any payment by the Shareholder Indemnifying Persons pursuant to SECTION 8.1(A)(I) hereof shall ----------------- reduce, dollar for dollar, the maximum dollar amount required to be paid by the Shareholder Indemnifying Persons under CLAUSES (I) and (II) of such claimthe immediately ----------- ---- preceding sentence. (b) The Shareholder Indemnified Persons shall not have the right to be indemnified for breaches of representations and warranties pursuant to CLAUSE ------ (I) of SECTION 8.1(B) unless and until the Shareholder Indemnified Persons have --- -------------- incurred on a cumulative basis aggregate Losses in an amount exceeding $25,000, demand or suitin which case the Shareholder Indemnified Persons shall be entitled to indemnification for all Losses incurred by the Shareholder Indemnified Persons; provided that the indemnifying Party shall bear the reasonable feesprovided, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counselhowever, that an actual or potential conflict (i) except as provided in CLAUSE (II) of interest makes representation this proviso -------- ------- ----------- the sum of all Losses pursuant to which indemnification is payable by the same counsel or Purchaser Indemnifying Persons pursuant to CLAUSE (I) of SECTION 8.1(B) shall ---------- -------------- not exceed $750,000 and (ii) the counsel selected sum of all Losses pursuant to which indemnification is payable by the indemnifying Party inappropriate.Purchaser Indemnifying Persons pursuant to SECTION 8.1(C)(I) with respect to the representations and warranties contained ----------------- in SECTIONS 5.7 and 5.8 shall not exceed $1,599,990. Notwithstanding anything ------------ --- to the contrary stated above, any payment by the Purchaser Indemnifying Persons pursuant to any provision of SECTION 8.1(B)(I) shall reduce, dollar for dollar, the maximum ----------------- dollar amount required to be paid by the Purchaser Indemnifying Persons under the CLAUSES (I) and (II) of the immediately preceding sentence. ----------- ----

Limitations on Indemnification. The obligations (a) From and after the Closing, the Buyer Indemnified Persons will not have the right to indemnify, defend, be indemnified pursuant to the provisions contained in Section 9.1(a)(i) unless and hold harmless set forth until the Buyer Indemnified Persons (or any member thereof) have incurred on a cumulative basis aggregate Losses in Sections 11.1 an amount exceeding Fifteen Thousand and 00/100 dollars (Indemnification by Selecta$15,000) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “IndemniteeBasket Amount”): ), whereupon the Buyer Indemnified Persons (aor any member thereof) notifying will be entitled to indemnification for all Losses incurred by the indemnifying Party Buyer Indemnified Persons (or any member thereof) including Losses included in the calculation of a claim, demand or suit within [***] of receipt of samethe Basket Amount; provided, however, that Indemnitee’s failure in no event will the limitations contained in this Section 9.5(a) apply with respect to (i) the breach, inaccuracy or delay in providing untruth of (or any facts or circumstances constituting any such notice shall not relieve breach, inaccuracy or untruth) of the indemnifying Party Fundamental Company Representations or Statutory Representations, or (ii) any knowing or willful breach of its indemnification obligation except to any representations or warranties, or any intentional act or intentional misrepresentation, or any fraud by any member of the extent the indemnifying Party is prejudiced thereby; Seller Group. (b) allowing From and after the indemnifying Party or its insurers Closing, the Seller Indemnified Persons will not have the right to assume direction be indemnified pursuant to the provisions contained in Section 9.1(b)(i) unless and control until the Seller Indemnified Persons (or any member thereof) have incurred on a cumulative basis aggregate Losses in an amount exceeding the Basket Amount, whereupon the Seller Indemnified Persons (or any member thereof) will be entitled to indemnification for all Losses incurred by the Seller Indemnified Persons (or any member thereof) including Losses included in the calculation of the defense Basket Amount; provided, however, that in no event will the limitations contained in this Section 9.5(b) apply with respect to (i) the breach, inaccuracy or untruth (or any facts or circumstances constituting any such breach, inaccuracy or untruth) of the Fundamental Buyer Representations, or (ii) any knowing or willful breach of any claimrepresentations or warranties, demand or suit; any intentional act or intentional misrepresentation, or any fraud, by Buyer. (c) using its best efforts From and after the Closing, the sum of all Losses pursuant to cooperate with which indemnification is payable by the indemnifying Party or its insurers, at the indemnifying Party’s expense, Seller Indemnifying Persons in the defense aggregate pursuant to the provisions contained in Section 9.1(a)(i) will not exceed an amount equal to the Final Base Purchase Price (the “Cap Amount”); provided, however, that in no event will the limitations contained in Section 9.5(a) apply with respect to (i) the breach, inaccuracy or untruth of (or any circumstances, events or facts constituting any such claimbreach, demand inaccuracy or suit; and untruth) of the Fundamental Company Representations or the Statutory Representations, or (ii) any knowing or willful breach of any representations or warranties, or any intentional act or intentional misrepresentation, or any fraud by any member of the Seller Group. (d) From and after the Closing, the sum of all Losses pursuant to which indemnification is payable by the Buyer Indemnifying Persons pursuant to the provisions contained in Section 9.1(b)(i) will not settling or compromising any claimexceed an amount equal to the Cap Amount; provided, demand or suit without prior written authorization of however, that in no event will the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and limitations contained in good faith this Section 9.5(d) apply with respect to all matters relating to (i) the breach, inaccuracy or untruth (or any circumstances, events or facts constituting any such claimbreach, demand inaccuracy or suit and will not settle untruth) of the Fundamental Buyer Representations, or otherwise resolve such claim(ii) any knowing or willful breach of any representations or warranties, demand or suit without the Indemnitee’s prior written consentany intentional act or intentional misrepresentation, which will not be unreasonably withheldor any fraud, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateBuyer.

Limitations on Indemnification. The obligations indemnification provided by Section 11.01 shall be satisfied exclusively from the Escrow Agreement, and any liability of any Seller under Section 11.08 shall initially be satisfied from the Escrow Agreement. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.04 shall operate to limit the liability of an Indemnitor in respect of any Claim by an Indemnified Party under or pursuant to this Agreement. (a) No Claim for breach of a representation or warranty shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnitor within one (1) year from the date of the Closing. No Claim for a breach of a covenant or agreement to be performed prior to or at the Closing shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnitor within six (6) months after the Closing. (b) An Indemnitor shall be required to indemnify, defend, defend and hold harmless set forth an Indemnified Party with respect to Indemnified Losses incurred by such Indemnified Party arising or resulting from a breach of or inaccuracy in any representation or warranty other than those contained in Sections 11.1 4.01 through 4.06, 4.24, 5.01 through 5.06 and 5.12 only: (Indemnification by Selectai) if the amount of Indemnified Losses from an individual Claim is equal to or greater than SEK 1,000,000, and 11.2 (Indemnification by Sparkii) to the extent that the aggregate amount of all Indemnified Losses, for all Claims which satisfy the preceding clause (i) exceeds SEK 8,000,000, in which case only the excess over SEK 8,000,000 shall be contingent upon subject to indemnification. (c) The total aggregate liability of the Sellers for all breaches of any of the provisions of this Agreement shall not exceed US$83,558,0001 if the Claim is in United States Dollars and SEK 743,666,200 if the Claim is in Swedish Kronor. The total aggregate liability of Purchaser for all breaches of any of the provisions of this Agreement shall not exceed US$83,558,000 if the Claim is in United States Dollars and SEK 743,666,200 if the Claim is in Swedish Kronor. Determined as follows: number of outstanding Shares times Exchange Ratio times 60.75 times 10%. (d) Any indemnity payment payable pursuant to this Agreement shall be decreased to the extent of any insurance proceeds received by the Indemnified Party seeking indemnification in respect of the Indemnified Losses giving rise to such indemnity payment. (e) If the “Indemnitee”): (a) notifying amount with respect to which any Claim is made gives rise to a currently realizable direct Tax Benefit to the indemnifying party making the Claim, the indemnity payment shall be reduced by the amount of the Tax Benefit available to the Indemnified Party making the Claim. To the extent such Claim does not give rise to a currently realizable direct Tax Benefit, but if the amount with respect to which such Claim is made gives rise to a subsequently realized Tax Benefit to the Indemnified Party that made the Claim, such Indemnified Party shall refund to the Indemnitor the amount of such Tax Benefit when, as and if realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it was a claim, demand or suit within [***] reduction in the amount of receipt of samethe initial Claim; provided, however, that Indemnitee’s failure no subsequently realized Tax Benefit shall require a payment to the Indemnitor merely because such Tax Benefit exceeds the initial Claim. For purposes of this Section 11.04(e), a "Tax Benefit" means an amount by which the tax liability of the Indemnified Party (or delay in providing such notice group of corporations including the Indemnified Party) is reduced within one year of making the Claim (including, without limitation, by deduction, reduction of income, by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. Where an Indemnified Party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Claim shall not relieve the indemnifying Party be deemed to be realized proportionately with any other losses, deductions, credits or items. For purposes of its indemnification obligation except this Section 11.04(e), a Tax Benefit is "currently realizable" to the extent it can in fact be realized in the indemnifying Party is prejudiced thereby; current taxable period or year or in any tax return with respect thereto (bincluding through a carryback to a prior taxable period) allowing or in any taxable period or year prior to the indemnifying Party or its insurers the right to assume direction and control date of the defense Claim. In the event that there should be a determination disallowing the Tax Benefit, the Indemnitor shall be liable to refund to the Indemnified Party the amount of any claim, demand related reduction previously allowed or suit; (c) using its best efforts payments previously made to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not Indemnitor pursuant to be unreasonably withheldthis Section 11.04(e). The indemnifying Party will act reasonably amount of the refunded reduction or payment shall be deemed a payment under this Section 11.04(e) and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not thus shall be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect paid subject to any settlement involving only the payment of monetary awards applicable reductions under this Section 11.04(e). (f) The parties agree that any indemnification payments made by Purchaser or Sellers pursuant to this Agreement shall be treated for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect tax purposes as an adjustment to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation consideration unless otherwise required by the same counsel or the counsel selected by the indemnifying Party inappropriateapplicable Law.

Limitations on Indemnification. The obligations (a) With respect to any Damages pursuant to Section 9.1(a), each Seller Indemnifying Party shall only be required to indemnify, defenddefend or hold harmless the Purchaser Indemnified Parties against, and reimburse the Purchaser Indemnified Parties for, such Seller Indemnifying Party's pro rata share, in the proportions set out in Exhibit 9.4(a). (b) Notwithstanding anything to the contrary contained in this Agreement other than Section 9.4(e), each Seller Indemnifying Party shall not be required to indemnify, defend or hold harmless set forth in Sections 11.1 the Purchaser Indemnified Parties against, or reimburse the Purchaser Indemnified Parties for, any Damages: (Indemnification by Selectai) pursuant to Section 9.1(a)(i) unless and 11.2 until the aggregate amount of all such Damages exceeds $[***] (Indemnification by Sparkthe "Basket Amount"), provided that (A) if the amount of Damages exceeds the Basket Amount, the Purchaser Indemnified Parties shall be contingent upon entitled to recover the Basket Amount as well as all Damages in excess of the Basket Amount, and (B) the Discount shall not be applied for the purposes of calculating whether the Damages exceed the Basket Amount; (ii) pursuant to Section 9.1(a)(i) with respect to any individual claim of less than $[***]; and (iii) pursuant to Section 9.1(a)(i) in excess of [***], in the aggregate, of the value of the Purchaser Shares actually received by such Seller Indemnifying Party seeking indemnification pursuant to this Agreement (plus, (i) in the “Indemnitee”): (a) notifying the indemnifying Party case of a claimAmorChem LP, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control value of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suitPurchaser Shares actually received by McGill; and (dii) not settling or compromising any claimin the case of Genesys, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information of the value of the Purchaser Shares actually received by McGill), as such value shall have been determined pursuant to Section 2.2, it being understood that Purchaser shall be entitled to reduce the First Milestone Payment and the Second Milestone Payment, as the case may be, by such amount up to such [***] limitation (plus, (i) in the case of AmorChem LP, [***] of the value of the Purchaser Shares actually received by McGill; and (ii) in the case of Genesys, [***] of the value of the Purchaser Shares actually received by McGill), if applicable; provided that this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Section 9.4(b) does not apply to Damages (i) with respect to the omitted portions Corporation's Core Representations and the representations and warranties set out in the defense Section 6.1(bb) (Tax Matters), or (ii) resulting from any fraud or fraudulent or willful misconduct of such claimother Party. (c) Subject to Section 9.4(e), demand or suitnotwithstanding anything to the contrary contained in this Agreement (i) each Seller Indemnifying Party's maximum aggregate liability to the Purchaser Indemnified Parties' under this Article 9 shall not exceed [***] pursuant to this Agreement (plus, (i) [***]), as such value shall have been determined pursuant to Section 2.2 (the "Value of Purchaser Shares Received"); and (ii) Purchaser's maximum aggregate liability to the Seller Indemnified Parties under this Article 9 shall not exceed the [***]; provided that this Section 9.4(c) does not apply to Damages resulting from any fraud or fraudulent or willful misconduct of such other Party, and provided further that Purchaser shall be entitled to reduce the indemnifying Party shall bear First Milestone Payment and the reasonable feesSecond Milestone Payment, costs and expenses as the case may be, by such amount that the Damages exceed the Value of one such separate counsel and participation Purchaser Shares Received, if the Indemnitee applicable. (d) The Seller Indemnifying Parties shall have reasonably determinedno obligation to indemnify the Purchaser Indemnified Parties with respect to, after consultation or arising out of, any Damages with counselrespect to the Corporation's Core Representations of which [***] had actual knowledge at the time of Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Article 9 shall limit a Party's right to recover from any other Party any Damages resulting from any fraud or fraudulent or willful misconduct of such other Party. For greater certainty, the Parties agree that an actual the Discount shall not apply to any Damages that are the subject matter of a claim for indemnification arising under Section 9.1(a) and resulting from any fraud or potential conflict fraudulent or willful misconduct of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatesuch other Party.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding anything in this Agreement to the indemnifying Party contrary, (i) the Holder shall not have any obligation to defend, indemnify and hold harmless, or pay or reimburse, the Parent Indemnitees from and against any Losses pursuant to Sections 9.1(a), until the aggregate amount of a claimsuch Losses exceeds an aggregate deductible of Seventy Five Thousand Dollars ($75,000), demand at which point the Holder shall be obligated to indemnify the Parent Indemnitees from and against all such Losses over and above such deductible, and (ii) the Parent shall not have any obligation to defend, indemnify and hold harmless, or suit within [***] pay or reimburse, the Holder Indemnitees from and against any Losses pursuant to Sections 9.2(a), until the aggregate amount of receipt such Losses exceeds an aggregate deductible of same; Seventy Five Thousand Dollars ($75,000), at which point the Parent shall be obligated to indemnify the Holder Indemnitees from and against all such Losses over and above such deductible, provided, however, there shall be an aggregate limitation of Three Million Dollars ($3,000,000) on each of the Holder's and Parent's obligation and liability to defend, indemnify and hold harmless, or pay or reimburse pursuant to Sections 9.1(a) or 9.2(a), respectively. Further, no claim for indemnification may be made pursuant to Section 9.1(a) or 9.2(a), as applicable, after the Expiration Date applicable to such claim. The Expiration Date for claims made as a result of Breaches of representations and warranties generally shall be the date that Indemnitee’s failure or delay is two years after the Closing Date, provided that the Expiration Date for claims made as a result of Breaches of representations and warranties contained in providing such notice Section 4.9 shall not relieve be the indemnifying Party of its indemnification obligation except to date that is three years after the extent the indemnifying Party is prejudiced thereby; Closing Date. (b) allowing The obligations of an Indemnifying Party for Losses hereunder shall be reduced by the indemnifying Party or its insurers the right amount of insurance proceeds actually paid to assume direction and control of the defense received (exclusive of any claim, demand or suit; (camounts reimbursable to the insurer) using its best efforts to cooperate with by the indemnifying Indemnified Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith from a third-party insurer with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateLosses.

Limitations on Indemnification. The obligations (a) Other than in the case of fraud, willful breach, or intentional misrepresentation, the aggregate Liability of any Person required to indemnifyprovide indemnification under this ARTICLE VII (each, defendan “Indemnifying Party”) in respect of all Losses for which an Indemnifying Party shall indemnify a Person entitled to indemnification under this ARTICLE VII (each an “Indemnified Party”) pursuant to Section 7.2(a)(i) or Section 7.3(a)(i), as the case may be, shall not exceed two hundred and hold harmless set forth in Sections 11.1 fifty thousand dollars (Indemnification by Selecta$250,000) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “IndemniteeCap”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same); provided, however, that Indemnitee’s failure or delay in providing such notice the Cap shall not relieve apply to Losses suffered by any Indemnified Parties with respect to breaches of the indemnifying Excluded Representations, for which the maximum amount recoverable by any such Indemnified Party shall be an amount equal to the Purchase Price. (b) An Indemnifying Party shall have no Liability in respect of its any Loss for which such Indemnifying Party shall indemnify an Indemnified Party pursuant to Section 7.2(a)(i) or Section 7.3(a)(i), as the case may be, unless and until the amount that would otherwise be recoverable from the Indemnifying Party in respect of any such Loss, when aggregated with any other amounts so recoverable from such Indemnifying Party pursuant to this ARTICLE VIII, exceeds twenty thousand dollars ($20,000) (the “Threshold”), and in the event the aggregate amount of any such Loss exceeds the Threshold, the Indemnifying Party shall be responsible for the aggregate amount of any such Loss, regardless of the Threshold, subject to the Cap; provided, however, such Threshold shall not apply to any Loss suffered by an Indemnified Party with respect to breaches of the Excluded Representations, fraud, willful breach, or intentional misrepresentation, though Losses suffered with respect to breaches of the Excluded Representations or fraud, willful breach, or intentional misrepresentation shall be aggregated for purposes of determining whether other Losses exceed the Threshold. (c) For purposes of determining whether there has been a breach of any representation or warranty contained in this Agreement, or the amount of any Loss related to a breach of any representation or warranty contained in this Agreement, the representations and warranties contained in this Agreement shall be considered without regard to any “material,” “Material Adverse Effect” or similar qualifications contained therein. (d) All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the Transaction, and any claims may be brought by an Indemnified Party under this ARTICLE VII, regardless of any investigation, inquiry, or examination made for or on behalf of, or any Knowledge of, any Indemnified Party, or the acceptance by the Purchaser or the Sellers of any certificate or opinion. (e) In the event that the Sellers shall have an indemnification obligation to any Purchaser Indemnified Party, the Purchaser shall have the right to offset the amount thereof against any portion of the Purchase Price owed to the Sellers, including, without limitation, the Deferred Consideration (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), and any such offset shall be deemed to satisfy the indemnification obligation to which it relates to the extent of the offset. If the Seller Representative has disputed any claim for Loss by any Purchaser Indemnified Party in accordance herewith and such dispute has not been resolved, the Purchaser shall have the right to offset the amount of such Loss against any portion of the Purchase Price owed to the Sellers (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), until such claim has been resolved pursuant to (a) a written settlement agreement entered into by the Purchaser and the Seller Representative or (b) a final decision, order or award issued in accordance with Section 1.5, Section 8.12 and Section 8.13, as applicable. (f) Subject to Section 7.5(a), no exercise of, nor failure to exercise, the rights set forth in this Section 7.4 shall constitute an election of remedies or limit any Indemnified Party’s other rights hereunder or otherwise. Such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which any Indemnified Party is or may be entitled at law or equity or under this Agreement (including any exhibits hereto). The exercise of rights in good faith hereunder, whether or not ultimately determined to be justified, shall not constitute a breach of any covenant hereunder. (g) In the event any Loss related to a claim by an Indemnified Party is covered by insurance, the Indemnified Party shall not be entitled to recover from the Indemnifying Party (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Loss (but only to the extent the Indemnified Party actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the indemnifying Party is prejudiced thereby; insurer through adjustments to past, present or future premiums or other similar mechanisms within the three (b) allowing 3)-year period following the indemnifying Party or its insurers the right to assume direction and control date of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating claim giving rise to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateadjustments).

Limitations on Indemnification. The obligations (a) Neither the Seller Group nor the Parent and the Buyer shall be obligated to indemnify, defend, and indemnify or hold harmless set forth the other in Sections 11.1 (Indemnification respect of any Losses suffered, incurred or sustained by Selectasuch party under Section 7.02(a)(i) and 11.2 (Indemnification by Spark) shall be contingent upon or Section 7.03(a)(i), as applicable, until such Losses equal or exceed $100,000 in the Party seeking indemnification aggregate (the “IndemniteeThreshold”): ) (aat which point such party will be obligated to indemnify the other for the amount of such Losses from the first dollar) notifying and neither the indemnifying Party Seller Group nor the Parent and the Buyer shall be obligated to indemnify the other for the amount of any Losses as a claim, demand result of any breach or suit within [***] breaches under Section 7.02(a)(i) or Section 7.03(a)(i) in excess of receipt of same$8,500,000 (the “Cap”); provided, however, that Indemnitee’s failure or delay in providing such notice the Threshold and Cap shall not relieve apply to any Losses resulting from (i) fraud on the indemnifying Party part of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; such party, or (bii) allowing the indemnifying Party any breach of or its insurers the right to assume direction and control inaccuracy in any of the defense of any claimFundamental Representations and Parent Fundamental Representations, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating which the obligation to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will indemnify shall not be unreasonably withheld, conditioned or delayedlimited; provided further, however, that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information nothing in this document has been omitted and filed separately with Section 7.06 shall limit the Securities and Exchange Commission. Confidential treatment has been requested obligation of the Seller Group to indemnify the Parent Indemnitees with respect to the omitted portions items set forth in Sections 7.02(a)(ii), (iii), and (iv), and Section 7.02(b). (b) The Parent shall not be obligated to indemnify or hold harmless the defense Seller Group Indemnitees in respect of any Losses suffered, incurred or sustained by all the Seller Group Indemnitees under Section 7.03(a)(i) until such Losses equal or exceed the Threshold (at which point the Parent will be obligated to indemnify the Seller Group Indemnitees for the amount of such claimLosses from the first dollar) and the Parent shall not be obligated to indemnify or hold harmless the Seller Group Indemnitees in respect of any Losses suffered, demand incurred or suitsustained by all the Seller Group Indemnitees as a result of any breach or breaches under Section 7.03(a)(i) in excess of the Cap; provided, however, that the Threshold and the Cap shall not apply to any Losses resulting from (i) fraud on the part of the Parent or the Buyer or (ii) any breach of or inaccuracy in any of the Parent Fundamental Representations, with respect to which the Parent’s and the Buyer’s obligations to indemnify the Seller Group Indemnitees shall not be limited; provided that the indemnifying Party shall bear the reasonable feesfurther, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counselhowever, that an actual or potential conflict nothing in this Section 7.06(b) shall limit the obligation of interest makes representation by the same counsel or Parent and the counsel selected by Buyer to indemnify the indemnifying Party inappropriateSeller Group Indemnitees with respect to the items set forth in Sections 7.03(a)(ii), (iii), and (iv).

Limitations on Indemnification. The obligations (a) For the purpose of measuring Damages of the Purchaser Group Members under this Article IX, except for (i) any inaccuracy in or breach of any Fundamental Representation made by Seller or Parent that relates solely to indemnifythe ▇▇▇▇ Parties or the Transferred Interest and/or the Redeemed Interest, defend(ii) fraud or intentional misrepresentation, or (iii) any breach of or failure to perform any covenant or agreement made or to be performed, the Purchaser Group Members shall only be entitled to indemnification for Damages suffered or incurred on account of the ownership of 50% of the JV Entity and its Subsidiaries. (b) Purchaser Group Members shall not be entitled to be indemnified pursuant to Section 9.2(a) unless and until the aggregate amount of Damages suffered or incurred by Purchaser Group Members exceeds the Basket, whereupon Purchaser Group Members shall be indemnified for the amount of such Damages in excess of the Basket, and hold harmless the aggregate amount of all such Damages for which the Purchaser Group Members shall be entitled to indemnification pursuant to Section 9.2(a) shall not exceed the Cap. Notwithstanding the foregoing, the limitations set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Sparkthis Section 9.4(b) shall be contingent upon not apply with respect to (i) any fraud or intentional misrepresentation by Seller or Parent with respect to any representations or warranties by any ▇▇▇▇ Party made in this Agreement, (ii) any inaccuracy in or breach of any Fundamental Representation made by Seller or Parent, or (iii) any inaccuracy in or breach of any representation or warranty made by Seller in Section 4.3, but only to the Party seeking indemnification extent that (x) such inaccuracy or breach resulted in an inaccurate calculation of Closing Indebtedness or Closing Working Capital, (y) such inaccuracy was not otherwise addressed in the “Indemnitee”): post-Closing adjustment process set forth in Section 2.5, and (az) notifying Purchaser did not have actual knowledge of such inaccuracy or breach and the indemnifying Party effect thereof on the calculation of a claim, demand Closing Indebtedness or suit within [***] of receipt of sameClosing Working Capital at the time it submitted its Post-Closing Statement pursuant to Section 2.5; provided, however, that Indemnitee’s failure or delay the aggregate amount of Damages for which the Purchaser Group Members shall be entitled to be indemnified and held harmless pursuant to Section 9.2(a) with respect to the matters described in providing such notice the foregoing clauses (i) through (iii) shall not relieve exceed the indemnifying Party of its indemnification obligation except Closing Payment. Notwithstanding anything herein to the extent contrary, the indemnifying Party is prejudiced thereby; (b) allowing ▇▇▇▇ Parties’ aggregate liability for any liabilities under this Agreement shall not, in the indemnifying Party or its insurers aggregate, exceed an amount equal to the right to assume direction and control of the defense of any claim, demand or suit; Closing Payment. (c) using its best efforts Seller Group Members shall not be entitled to cooperate with be indemnified pursuant to Section 9.3(a) unless and until the indemnifying Party aggregate amount of Damages suffered or its insurersincurred by Seller Group Members exceeds the Basket, at whereupon Seller Group Members shall be indemnified for the indemnifying Party’s expense, in the defense amount of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization Damages in excess of the indemnifying Party (Basket, and the aggregate amount of all such Damages for which the Seller Group Members shall be entitled to indemnification pursuant to Section 9.3(a) shall not to be unreasonably withheld)exceed the Cap. The indemnifying Party will act reasonably and Notwithstanding the foregoing, the limitations set forth in good faith this Section 9.4(c) shall not apply with respect to all matters relating to such claim, demand (i) any fraud or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required intentional misrepresentation by Purchaser with respect to any settlement involving only representations or warranties by Purchaser made in this Agreement or (ii) any inaccuracy in or breach of any representation or warranty made in Section 5.1 or 5.2 by Purchaser; provided, however, that the payment aggregate amount of monetary awards Damages for which the indemnifying Party will Seller Group Members shall be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, entitled to employ one separate counsel and indemnification pursuant to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Section 9.3(a) with respect to (i) any fraud or intentional misrepresentation by Purchaser or (ii) any inaccuracy in or breach of representation or warranty made in Section 5.1 or Section 5.2 by Purchaser, shall not exceed the omitted portions Closing Payment. Notwithstanding anything herein to the contrary, Purchaser’s aggregate liability for liabilities under this Agreement shall not, in the defense aggregate, exceed an amount equal to the Closing Payment. (d) The parties acknowledge and agree that from and after the Closing, the indemnification provisions contained in Section 9.2 and Section 9.3 shall be the sole and exclusive remedy for Damages arising out of such claimor caused by any inaccuracy in or breach of any of the representations or warranties or the breach of or failure to perform any of the covenants or agreements of the parties contained in this Agreement (except for any remedies that may be available under the other Transaction Documents) or, demand without duplication of the remedies available under this Agreement, the JV Operating Agreement or suitotherwise relating to the subject matter of this Agreement; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee this Section 9.4(d) shall have reasonably determinedno impact on the calculation of the Purchase Price (and the components thereof), after consultation including for purposes of Section 2.5. (e) In calculating the amount of any Damages payable to an Indemnitee hereunder, the amount of the Damages (i) shall not be duplicative of any adjustments to the Purchase Price pursuant to Article II, and (ii) shall not be duplicative of any other Damages for which an indemnification payment has been made under this Agreement. (f) The waiver of any condition based on the accuracy of any representation or warranty set forth in this Agreement, or on the performance of or compliance with counselany covenant, that an actual obligation or potential conflict agreement set forth in this Agreement, shall not affect the right to indemnification or other remedy based on such representations, warranties, covenants, obligations and agreements. (g) In determining Damages in respect of interest makes the failure of any representation by or warranty to be true and correct as of any particular date, any “materiality”, “in all material respects”, “Material Adverse Effect” or other similar standard or qualification contained in such representation or warranty shall be disregarded for purposes of calculating the same counsel or the counsel selected by the indemnifying Party inappropriateamount of any Damages, but not for purposes of determining whether any breach has occurred.

Limitations on Indemnification. The Notwithstanding anything else contained herein to the contrary, no indemnification payable by an indemnifying party in this Article 10 shall be required from an indemnifying party (a) for any individual item where the Damages related thereto are less than $5,000 and (b) in respect of each individual item where the Damages related thereto exceed the amount set out in clause (a) above, until the aggregate amount of Damages incurred by a party to be indemnified exceeds $100,000 (the "Deductible"). In the event that a party to be indemnified's Damages exceed the Deductible, the indemnifying party's obligations will apply only to indemnify, defendall such Damages that exceed the Deductible. In no event shall the aggregate liability under this Article 10 of (i) the Seller and the Company for all claims hereunder exceed an amount equal to $3,200,000 (the "Cap"), and hold harmless set forth (ii) the Buyer for all claims hereunder exceed an amount equal to the Cap; provided, however, that, with respect to any Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim for fraud, or under Section 10.2(b) (related solely to a breach of any covenant contained in Sections 11.1 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) the Seller (Indemnification by Selecta) and 11.2 (Indemnification by Sparkthe Company if such claim relates to an event or occurrence that arises prior to the Closing) shall be contingent upon liable for all such Damages, without regard to the Cap or the Deductible. Amounts payable for Damages suffered or incurred by a Buyer Indemnified Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party resulting from or arising out of a claim, demand claim under Section 10.2 shall be paid first from the Restricted Account and then the Seller (and the Company if such claim relates to an event or suit within [***] of receipt of sameoccurrence that arises prior to the Closing); provided, however, that Indemnitee’s failure amounts payable for Damages suffered or delay incurred by a Buyer Indemnified Party resulting from or arising out of a claim for fraud or willful misrepresentation, or under Section 10.2(b) (related solely to a breach of any covenant contained in providing Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) shall be paid first by the Seller (and the Company if such notice shall not relieve the indemnifying Party of its indemnification obligation except claim relates to an event or occurrence that arises prior to the extent Closing) and then from the indemnifying Party is prejudiced therebyRestricted Account; provided, further, however, that the Buyer Indemnified Parties may choose to seek payment first from the Restricted Account prior to seeking payment from the Seller (b) allowing and the indemnifying Party Company if such claim relates to an event or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without occurrence that arises prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateClosing).

Limitations on Indemnification. (i) The obligations to indemnifySellers, defendon the one hand, and hold harmless set forth the Buyer, on the other hand, shall not be required to indemnify the other under this Article XII or be liable under this Article XII unless and until the aggregate amounts for which indemnity would otherwise be due thereunder exceeds cumulatively with all other claims (and excluding any qualification regarding materiality or threshold amounts) $100,000 (the "Indemnification Basket"), in which case the Sellers, on the one hand, or the Buyer, on the other hand, shall, as the case may be, be responsible for all such indemnifiable amounts in excess of the Indemnification Basket due pursuant to this Article XII. Notwithstanding the foregoing, the Indemnification Basket shall not apply to a breach of a representation, warranty or covenant contained in Sections 11.1 4.5, 4.12, 4.19, 4.20, 4.23, 4.24, 4.26, 4.28 and 4.30 and, in such event, the party with the indemnification obligation thereunder shall indemnify the other party therefor from the first dollar. (Indemnification by Selectaii) and 11.2 (Indemnification by Spark) Any indemnifiable liability or reimbursement under this Article XII shall be contingent upon limited to the amount of actual damages (of any nature) subject to indemnification actually sustained by a party hereto, net of any applicable insurance payments actually received, other reimbursement or tax benefit actually realized by such party. (iii) If a claim by a third party is made against a party hereto (an "Indemnified Party"), and if an Indemnified Party seeking indemnification intends to seek indemnity with respect thereto under this Article XII, then the Indemnified Party shall promptly notify the party (or, if applicable, the Sellers' agent pursuant to Section 13.14 hereof) required to indemnify the Indemnified Party pursuant to this Article XII (an "Indemnifying Party") of such claim (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same"Indemnity Notice"); provided, however, that Indemnitee’s failure or delay in providing by an Indemnified Party to notify an Indemnifying Party of such notice claim shall not relieve affect the indemnifying Indemnified Party's right to seek indemnification so long as the Indemnifying Party is not materially prejudiced by such failure to have been notified of such claim in which event the amount of indemnity shall only be reduced by the amount of damages directly caused solely by such failure. The Indemnifying Party shall have ten (10) Business Days after receipt of the Indemnity Notice to undertake, conduct and control, at its own expense, through counsel of its indemnification obligation except own choosing, but reasonably acceptable to the extent Indemnified Party, the indemnifying settlement or defense thereof, and the Indemnified Party is prejudiced therebyshall cooperate with it in connection therewith; provided, however, that with respect to settlements entered into by the Indemnifying Party (b) allowing which settlements may be for cash only and may not include any amendments to contract or other equitable relief without the indemnifying written consent of all parties), the Indemnifying Party or its insurers shall obtain the right to assume direction and control unqualified release of the defense claiming party in favor of any claimthe Indemnified Party. If the Indemnifying Party undertakes, demand conducts and controls the settlement or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or suit; defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be paid by the Indemnified Party, and provided further, however, that in connection with any claim referenced in Section 12.1 (diii) not settling or compromising any claimhereunder, demand or suit without prior written authorization the fees of the indemnifying Indemnified Party (not shall be paid by the Indemnifying Party and the Sellers may settle any or all such disputes, accept any determination as final, pay any claim for Taxes or take such other action to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith contest or concede any claimed Taxes only with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consentconsent of the Buyer, which will consent shall not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with . With respect to indemnification provided for hereunder, the Indemnified Party shall not pay or settle any settlement involving only such claim so long as the payment of monetary awards for which Indemnifying Party is reasonably contesting any such claim in good faith. Notwithstanding the indemnifying immediately preceding sentence, the Indemnified Party will be fully-responsible. The Indemnitee shall have the rightright to pay or settle any such claims, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party. In the event of any claim made hereunder, the Sellers shall have no right or claim of indemnification, contribution or subrogation from or against the Companies for any such claim whatsoever. (iv) Subject to the limitations set forth herein, if the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the receipt of an Indemnity Notice that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of its good faith reasonable judgment at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with expense of the Securities and Exchange Commission. Confidential treatment has been requested with respect Indemnifying Party subject to the omitted portions in the defense other terms and provisions of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatethis Article XII.

Limitations on Indemnification. The (a) Notwithstanding the provisions of this ARTICLE IX, in no event shall the aggregate indemnification to be paid by Seller or Parent under Section 9.01(a) or WHP under Section 9.02 exceed the Indemnification Cap, except in the case of (i) Fraud or (ii) a Claim arising from the obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by SparkSection 9.01(a)(i). For the avoidance doubt, ▇▇▇▇▇▇’s indemnification compensation or reimbursement obligations for Losses resulting or relating to any Fraud or from the obligations set forth in Section 9.01(a)(i) shall not be contingent upon subject to any cap. (b) For purposes of calculating Losses hereunder, any materiality or similar qualifications limiting the Party seeking scope of such representations, warranties, covenants or agreements shall be disregarded. (c) None of the WHP Indemnitees and the Seller Indemnitees shall be entitled to recover for the same Loss more than once under this Article IX or otherwise under this Agreement or any Ancillary Document even if a claim for indemnification (the “Indemnitee”): (a) notifying the indemnifying Party or otherwise in respect of such Loss has been made as a result of a claimbreach of more than one covenant, demand agreement or suit within [***] representation or warranty contained in this Agreement or any Ancillary Document. (d) Each Party acknowledges the common law duty to mitigate their respective Losses for which it would have the right to seek indemnification hereunder. (e) In no event shall either Party have any liability under this Article IX for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, including loss of receipt revenue, income or profits, damages based on any multiple of same; providedrevenue or income, howeverdiminution of value or loss of business reputation or opportunity relating to a breach or alleged breach of this Agreement (except, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party case of its indemnification obligation except punitive damages, to the extent the indemnifying awarded to a third party pursuant to a Third Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheldClaim). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. The obligations (a) To the extent that the JVP Indemnified Parties are entitled to indemnifyindemnification for Liabilities pursuant to Section 10.1, defendthe Parent Parties shall not have any Liability (i) for any individual indemnifiable item which does not exceed $100,000 (the “Individual Indemnity Threshold”), and hold harmless (ii) in respect of those individual indemnifiable items that exceed the Individual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate, an amount equal to one percent (1%) of the Closing Cash Contribution (the “Deductible Amount”), and then only to the extent of any such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.9, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for purposes of determining whether the Individual Indemnity Threshold or the Deductible Amount shall have been exceeded. In no event shall the Parent Parties’ aggregate liability to the JVP Indemnified Parties exceed amount equal to twenty percent (20%) of the Closing Cash Contribution (the “Ceiling Amount”). Notwithstanding the foregoing, this Section 10.9(a) shall not apply to indemnification for Liabilities relating to HS Fundamental Representations or to any indemnification obligation under Section 10.1(b), (c) or (d). (b) In the event a JVP Indemnified Party makes any claim pursuant to Section 10.1(a) relating to a breach of Section 11.1 with respect to rights-of-way, easements and servitudes (an “Easement Claim”), the Parent Parties shall elect one of the following remedies: (i) pay the JVP Indemnified Parties liquidated damages in an amount equal to $500 per rod multiplied by the greater of (x) the number of rods affected by such breach or (y) the number of rods required to circumvent such breach or (ii) assume all of the Liabilities associated with such breach in which event such claim shall be deemed to be an Indemnity Claim for purposes of Sections 10.6 through 10.8, in each case, subject to the limitations set forth in Sections 11.1 10.9(a), (Indemnification by Selectac) and 11.2 (Indemnification d). The Parent Parties shall make such election by Sparkwritten notice to the JVP Indemnified Party within twenty (20) days following receipt of notice of the Easement Claim. The failure to make such election within such twenty (20) day period shall be deemed an election by the Parent Parties to assume the Liabilities under clause (ii) above. The payment of liquidated damages pursuant to this Section 10.9(b) with respect to an Easement Claim shall not affect the right of the JV Indemnified Parties to assert a subsequent claim associated with a subsequent Indemnity Claim based on the same underlying breach. The foregoing provisions of this Section 10.9(b) shall be contingent upon not apply to an Indemnity Claim relating to a breach of Section 11.1 nor to any Easement Claim that could adversely affect the Party seeking indemnification operation of the Haynesville Business in a material respect (collectively, the “IndemniteeOther Title Claims”): ). With respect to any Other Title Claim, the JVP Indemnified Parties shall be entitled to exercise the rights to indemnity pursuant to Section 10.1, subject to the limitations set forth in Section 10.9(a), (ac) notifying and (d). Notwithstanding the indemnifying foregoing but without affecting the rights of JVP Indemnified Parties, the Parent Parties shall have the non-exclusive right, at their expense, to seek to cure title defects underling any Other Title Claim. Any indemnity obligation payment by any Parent Parties to any JVP Indemnified Party (other than Newco) with respect to Liabilities relating to Easement Claims shall be reduced by 50%. (c) In calculating any amount to be paid by an Indemnifying Party by reason of a claimthe provisions of this Agreement, demand the amount shall be reduced by all insurance proceeds and any indemnification reimbursement proceeds actually received from third parties related to the Liabilities, in each case net of all reasonable out-of-pocket costs incurred in the recovery of such proceeds. (d) None of the Parent Parties or suit within [***] of receipt of same; providedJVP will be liable as an indemnitor under this Agreement for any punitive or exemplary damages suffered or incurred by the Indemnified Party or Parties, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent such damages result pursuant to Indemnity Claims (excluding the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction Parties hereto and control of the defense of any claimtheir Affiliates, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheldincluding Newco). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding anything herein to the indemnifying Party contrary, with respect to Section 8.2(a)(i) and Section 8.2(b)(i), Seller shall not be obligated to indemnify Purchaser Indemnified Parties and Purchaser shall not be obligated to indemnify Seller Indemnified Parties for any Damages unless and until the aggregate of a claimall Damages incurred by Purchaser Indemnified Parties (or any of them), demand or suit within the aggregate of all Damages incurred by Seller Indemnified Parties (or any of them), in either case, exceeds [***] of receipt of same(the “Basket”), after which the party sustaining, incurring or suffering such Damages shall be entitled to recover all such Damages including the Basket; provided, however, that Indemnitee’s failure under no circumstances will Purchaser Indemnified Parties or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not Seller Indemnified Parties be entitled to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, indemnified for any Damages which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate exceed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claimaggregate (the “Indemnification Cap”); provided, demand or suit; provided however, further, that the indemnifying Party Indemnification Cap and the Basket shall bear the reasonable feesnot apply to (i) any of Seller’s indemnification obligations arising out of, costs and expenses relating to or resulting from (x) a breach of one such separate counsel and participation if the Indemnitee shall have reasonably determineda Seller Fundamental Rep; (y) fraud or intentional misrepresentation by Seller; or (z) Section 8.2(a)(ii), after consultation with counsel8.2(a)(iii) or 8.2(a)(iv) or (ii) any of Purchaser’s indemnification obligations arising out of, that an actual relating to or potential conflict resulting from (x) a breach of interest makes representation a Purchaser Fundamental Rep; (y) fraud or intentional misrepresentation by the same counsel Purchaser; or the counsel selected by the indemnifying Party inappropriate(z) Section 8.2(b)(ii), 8.2(b)(iii) or 8.2(b)(iv). (b) PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, (I) WITH RESPECT TO SELLER AND ITS SUBSIDIARIES, THEIR RESPECTIVE ASSETS AND LIABILITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitations on Indemnification. The obligations 11.5.1 (a) Notwithstanding anything to indemnify, defend, and hold harmless the contrary set forth in Sections 11.1 this Agreement (Indemnification but subject to the terms of this Section 11.5.1), the Seller Parties shall not be liable to indemnify the Buyer Indemnified Parties under Article XI, from and against any Losses in respect of a claim by Selectaa Buyer Indemnified Party unless and until the Losses incurred by all Buyer Indemnified Parties as a result thereof exceed, in the aggregate, Five Hundred Thousand Dollars ($500,000) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “IndemniteeBasket Amount”): ) and then for all such Losses, and the maximum amount of all payments and the aggregate liability of the Seller Parties for indemnification of the Buyer Indemnified Parties for any such claim shall not exceed Thirty Million Dollars ($30,000,000) (the “Indemnification Cap”). Notwithstanding anything herein to the contrary, individual Losses of any Buyer Indemnified Party that do not exceed Twenty Five Thousand Dollars ($25,000) and that are not based upon breach of any Fundamental Reps or fraud or intentional misrepresentation or a claim made pursuant to Sections 11.2.2, 11.2.3, 11.2.5, 11.2.6, 11.2.7, 11.2.8 and 11.2.9 shall not count towards, and shall not be included in calculation of, the Basket Amount or the Indemnification Cap. (a) notifying Notwithstanding the indemnifying Party of a claimforegoing, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice the Basket Amount and the Indemnification Cap shall not relieve apply to Losses in connection with and misrepresentation, breach or other inaccuracy of any of the indemnifying Fundamental Reps, any intentional misrepresentation or fraud by any Seller Party, or a claim pursuant to Sections 11.2.2 through 11.2.9 provided that in no event shall Seller Parties have liability for Losses greater than the Purchase Price. 11.5.2 The Buyer shall have no obligation for indemnification pursuant to Section 11.3 until the total amount of all Losses with respect thereto exceeds, in the aggregate, the Basket Amount and then for all such Losses, and the aggregate maximum liability of Buyer to Seller Indemnified Parties for any claim for indemnification hereunder shall not exceed the Indemnification Cap other than breaches of the Fundamental Reps, based on misrepresentation or fraud of Buyer or a claim made pursuant to Sections 11.3.2, 11.3.3, 11.3.4 and 11.3.5; provided that in no event shall the Buyer have liability for Losses greater than the Purchase Price. Notwithstanding anything herein to the contrary, individual Losses of any Seller Indemnified Party that do not exceed Twenty Five Thousand Dollars ($25,000) and that are not based upon fraud, intentional misrepresentation or a claim made pursuant to Sections 11.3.2, 11.3.3, 11.3.4 and 11.3.5 shall not count towards, and shall not be included in calculation of, the Basket Amount or the Indemnification Cap. 11.5.3 The liability of its the Indemnitor with respect to any claim for indemnification obligation shall be reduced by the amount of any insurance proceeds received by the 66 Indemnified Party as a result of any Losses upon which such claim for indemnification is based. In no event shall Losses include any diminution in value, consequential, incidental, indirect, special or punitive damages, including loss of future revenue, income or profits or loss of business reputation or opportunity relating to the breach or alleged breach hereof, and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction such Losses arise from any third party claim. The respective representations and control warranties of the defense of parties contained in this Agreement or any claimcertificate or other document delivered by any party at or prior to the Closing and the rights to indemnification set forth in this Article XI shall not be deemed waived or otherwise affected by any investigation made, demand or suit; (c) using its best knowledge acquired, by a party. An Indemnified Party must use commercially reasonable efforts to cooperate with mitigate Losses for which it seeks indemnification under this Agreement. The Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement if, and to the indemnifying Party extent that, the Losses are reflected on the Final Closing Statement or its insurers, at the indemnifying Party’s expense, are otherwise taken into account in the defense calculation of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateNet Working Capital.

Limitations on Indemnification. The obligations (i) Seller shall not be required to indemnify, defendindemnify any Buyer Party pursuant to, and hold harmless set forth shall not have any liability under, Section 9.2(a)(i) until the aggregate amount of all Losses for which Seller would, but for this Section 9.2(c)(i), be liable under this Article IX exceeds on a cumulative basis an amount equal to Forty-Five Thousand Dollars ($45,000) (the "Basket"), in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) which case Seller shall be contingent upon obligated to indemnify the Party seeking indemnification (Buyer Parties for all Losses relating back to the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of samefirst dollar; provided, however, that Indemnitee’s failure or delay in providing such notice the Basket shall not relieve apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, or any claim based on willful misrepresentation or fraud. This Section 9.2(c)(i) shall not govern any claims by the indemnifying Buyer Parties with respect to indemnification provided under Section 9.3 below. (ii) Buyer and Parent shall not be required to indemnify any Seller Party pursuant to, and shall not have any liability under, Section 9.2(b)(i) until the aggregate amount of its indemnification obligation except all Losses for which Buyer would, but for this Section 9.2(c)(ii), be liable under this Article IX exceeds on a cumulative basis an amount equal to the extent Basket, in which case Buyer and Parent shall be obligated to indemnify the indemnifying Seller Parties for all Losses relating back to the first dollar; provided, however, that the Basket shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, or any claim based willful misrepresentation on fraud. (iii) Seller shall not be required to indemnify any Buyer Party is prejudiced thereby; (bpursuant to, and shall not have any further liability under, Section 9.2(a)(i) allowing once the indemnifying Party aggregate amount of all payments made by or its insurers the right to assume direction and control on behalf of Seller in respect of the defense indemnification obligations under Section 9.2(a)(i) equals One Million Five Hundred Thousand Dollars ($1,500,000) (the "Cap"); provided that this Section 9.2(c)(iii) shall not apply to any Losses related to any inaccuracy or breach of any claimFundamental Representation or Statute of Limitations Representation, demand any claim based on willful misrepresentation or suit; (c) using its best efforts to cooperate with fraud, and no such amounts shall be counted towards the indemnifying Party or its insurersCap. Notwithstanding the foregoing, at the indemnifying Party’s expensemaximum amount of Losses that Seller shall, in the defense aggregate, be required to pay to the Buyer Parties shall be limited to the Stock Consideration. (iv) Buyer and Parent shall not be required to indemnify any Seller Party pursuant to, and shall not have any further liability under, Section 9.2(b)(i) once the aggregate amount of such claim, demand all payments made by or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization on behalf of Buyer in respect of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without indemnification obligations under Section 9.2(b)(i) equals the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayedCap; provided that this Section 9.2(c)(iv) shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, any claim based on willful misrepresentation or fraud, and no such consent will not amounts shall be counted towards the Cap. Notwithstanding the foregoing, the maximum amount of Losses that Buyer and Parent shall, in the aggregate, be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect pay to the omitted portions in Seller Parties shall be limited to the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateStock Consideration.

Limitations on Indemnification. The obligations (a) Neither Seller, MR Holdings nor Parent shall be required to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selectaprovide indemnification for claims made solely under Section 9.02(a) and 11.2 (Indemnification by Sparkunless the Indemnified Party’s Losses for all such claim(s) shall be contingent upon exceed Twenty Five Thousand Dollars ($25,000.00) in the Party seeking indemnification aggregate (the “IndemniteeBasket”): ) (a) notifying at which point Seller, MR Holdings and Parent will be obligated to indemnify the indemnifying Party of a claim, demand or suit within [***] of receipt of sameIndemnified Party’s Losses from the first dollar; provided, however, that Indemniteeneither Seller, MR Holdings nor Parent will have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s failure Losses, each less than the Threshold, arises from the same or delay similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in providing which case, all such notice Indemnified Party’s Losses shall not relieve the indemnifying Party of its indemnification obligation except be indemnified by Seller, MR Holdings and Parent pursuant to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction terms herein. In no event shall Seller’s, MR Holdings’ and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying PartyParent’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith aggregate liability with respect to all matters claims of indemnification made solely under Section 9.02(a) exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to such claimany inaccuracy in, demand misrepresentation of, or suit breach of the representations and will not settle or otherwise resolve such claimwarranties contained in Sections 5.01, demand or suit without the Indemnitee’s prior written consent5.02, which will 5.03, 5.05, 5.07(a), 5.14(b), and 5.22 shall not be unreasonably withheldsubject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, conditioned the limitations set forth herein shall not apply in the event that Seller, MR Holdings, Parent or delayed; provided that such consent will not be required Principal is found to have committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, no Party shall have any right to indemnification under this Article IX with respect to any settlement involving only Losses or alleged Losses if such matter was determined as part of the payment of monetary awards proration adjustment procedures set forth in Section 3.03. (b) Buyer shall not be required to provide indemnification for claims made solely under Section 9.03(b) unless the Indemnified Party’s Losses for all such claim(s) shall exceed in the aggregate the Basket (at which the indemnifying Party point Buyer will be fully-responsible. The Indemnitee shall obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that Buyer will not have an obligation to indemnify the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Indemnified Party for Losses with respect to individual Losses of less than the omitted portions Threshold unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Buyer pursuant to the terms herein. In no event shall Buyer’s aggregate liability with respect to all claims of indemnification made solely under Section 9.03(b) exceed the Cap. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 6.01, 6.02, 6.04 and 6.05 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not apply in the defense of such claim, demand event that Buyer is found to have committed fraud or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateintentional misrepresentation.

Limitations on Indemnification. The obligations persons or entities indemnified pursuant to indemnify, defendSection 15.02(a) and Section 10.02(a) of the Stock Purchase Agreement shall not assert any claim other than a Third Person claim for indemnification hereunder or under Section 10.02(d) of the Stock Purchase Agreement unless and until, and hold harmless set forth solely to the extent that, the aggregate of all such claims shall exceed U.S.$ 2,000,000 (the "DEDUCTIBLE"), in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) which event such indemnification shall be contingent upon effective with respect to all Damages, in excess of the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of sameDeductible; provided, however, that Indemnitee’s failure or delay in providing such notice this limitation shall not relieve apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party or (ii) any breach of the representations contained in Sections 8.01, 9.01 and 9.02 hereof or Sections 3.01, 4.01 and 4.02 of the Stock Purchase Agreement. In addition to the other limitations of this Section 15.02 (d), the amount of any indemnification under this Agreement and the Stock Purchase Agreement will be reduced by any insurance proceeds paid to the indemnifying Party party as a result of its Damages. The indemnifying party will be obligated to submit to its insurance carrier all coverable claims and pursue such claims against its insurance carrier in good faith. In addition to the other limitations described in this Section 15.02(d), it is expressly understood that the obligations of the Seller to pay any amounts for indemnification obligation except under Section 15.02(a) and Section 10.2 of the Stock Purchase Agreement shall not exceed the "INDEMNIFICATION LIMIT" (as defined herein); provided, however, that this limitation shall not apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party, and (ii) any breach of the representations contained in Sections 8.01, 9.01 and 9.02 hereof and Sections 3.01, 4.01 and 4.02 of the Stock Purchase Agreement. For purposes of this Section 15.02 (d), the "INDEMNIFICATION LIMIT" shall be 50% of the Purchase Price hereunder plus 50% of the Purchase Price under the Stock Purchase Agreement. No person shall be entitled to indemnification under this Section 15.02 if and to the extent the indemnifying Party that such person's claim for indemnification is prejudiced thereby; (b) allowing the indemnifying Party directly or its insurers the right indirectly related to assume direction and control of the defense a breach by such person of any claimrepresentation, demand warranty, covenant or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information other agreement set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateAgreement.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding the indemnifying Party foregoing provisions of this Article VIII, (i) neither party shall be liable, pursuant to Section 8.01 or Section 8.02, for any indemnifiable Losses suffered by any Purchaser Indemnitee or any Seller Indemnitee, as applicable, arising out of a claimbreach of any representation, demand warranty or suit covenant herein unless a claim therefor is asserted in writing within [***] of receipt of same; providedthe applicable Survival Period, howeverfailing which such claim shall be waived and extinguished, that Indemnitee’s failure or delay in providing such notice (ii) Seller shall not relieve be liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation or warranty of Seller herein unless the indemnifying Party aggregate of its indemnification obligation except all such Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, $7,500,000, and then only to the extent of any such excess or (y) the indemnifying Party first fifteen individual items where the Loss relating thereto is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction less than $50,000 and control such fifteen items shall not be aggregated for purposes of the defense immediately preceding clause (x), (iii) the aggregate liability of any claimSeller hereunder, demand or suit; (c) using its best efforts pursuant to cooperate with Section 8.01(i), for Losses suffered by the indemnifying Party or its insurersPurchaser Indemnitees shall in no event exceed $120,000,000, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (div) not settling neither party hereto shall be liable to the other for indirect, special, incidental, consequential or compromising punitive damages claimed by such other party resulting from such first party’s breach of its representations, warranties or covenants hereunder. In no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required other person with respect to any settlement involving only matter to the payment extent that such matter was taken into account in the calculation of monetary awards for which the indemnifying Party will be fully-responsibleadjustment to the Closing Date Payment, if any, pursuant to Section 2.03(c). The Indemnitee shall have the rightrepresentations, at the Indemnitee’s expensewarranties, to employ one separate counsel covenants and to participate [***] Certain information agreements contained in this Agreement and in any document delivered in connection herewith shall survive the Closing solely for purposes of this Article VIII as follows (each, a “Survival Period”): (i) the representations and warranties in Articles III and IV shall survive for eighteen months following the Closing Date except that, the representations and warranties contained in Sections 3.01 and 4.01 (Organization and Standing), Sections 3.02 and 4.02 (Authority; Execution and Delivery; Enforceability) and Section 3.05 (Good and Valid Title) shall survive until the applicable statute of limitations expires and except that the representations and warranties contained in Section 3.09 (Taxes) shall survive until the statute of limitations with respect to any Taxes described therein expires (giving effect to any waiver, mitigation or extension thereof) and (ii) the covenant in Section 5.02 (Access to Information) shall not survive the Closing and all other covenants herein shall survive in accordance with their respective terms. (b) Purchaser and Seller shall reasonably cooperate with each other with respect to resolving any Claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making reasonable best efforts to mitigate or resolve any such Claim or liability. (c) Purchaser acknowledges and agrees that, (i) other than the representations and warranties of Seller specifically contained in Article III of this Agreement and in the Ancillary Agreements, none of Seller, any of its affiliates or any other person has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested made any representation or warranty either expressed or implied (A) with respect to the omitted portions Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements or (B) as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements furnished or made available to Purchaser and its representatives, (ii) Purchaser has not relied on any representation or warranty from Seller, any Seller Affiliate or any other person in determining to enter into this Agreement, except as expressly set forth in this Agreement and the Ancillary Agreements and (iii) Purchaser shall have no claim or right to indemnification pursuant to this Article VIII, and none of Seller, any of its affiliates or any other person shall have or be subject to any liability to Purchaser or any other person with respect to, any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Memorandum dated July 2007 prepared by ▇▇▇▇▇▇ Brothers and any information, documents or material made available to Purchaser and its representatives in certain “data rooms”, management presentations or any other form in expectation of the transactions contemplated hereby (it being understood that this clause (iii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in Article III of this Agreement and the Ancillary Agreements). Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and the Ancillary Agreements, neither Seller nor any of the Seller Affiliates makes any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. Purchaser acknowledges and agrees that it shall obtain rights in the defense Transferred Equipment and the Transferred Inventory in their present condition and state of repair, “as is” and “where is”. (d) Each of Purchaser and Seller further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all Claims relating to this Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby (other than (i) a Claim for payment due pursuant to Section 2.03(c), (ii) Claims of, or causes of action arising from, fraud, (iii) claims arising solely under any Ancillary Agreement and (iv) as provided in Section 11.14) shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each of Seller and Purchaser hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than (i) a claim for payment due pursuant to Section 2.03(c), (ii) claims of, or causes of action arising from, fraud, (iii) claims arising solely under any Ancillary Agreement and (iv) as provided in Section 11.14) it may have against the other party or any of such claimother party’s affiliates or any of their respective directors, demand officers and employees arising under or suit; provided that based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation, common law or otherwise (except pursuant to the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateindemnification provisions set forth in this Article VIII).

Limitations on Indemnification. The obligations With respect to indemnifyindemnification claims brought against any Indemnifying Party pursuant to Section 6.2(a) or Section 6.2(b) hereof, defendas applicable: (a) other than with respect to Fraud and claims based upon the Fundamental Representations, (i) the Equityholder Indemnifying Parties shall not be liable to the Purchaser Indemnified Parties for any Losses with respect to indemnity claims under Section 6.2(a)(i) until such time as the aggregate amount of all such Losses with respect to the matters contained in Section 6.2(a)(i) exceeds $540,000.00 (the “Deductible”), and hold harmless set forth then only for Losses in Sections 11.1 excess of the Deductible, and (Indemnification by Selectaii) and 11.2 (Indemnification by Sparkthe maximum aggregate liability of all Equityholder Indemnifying Parties under Section 6.2(a)(i) shall be contingent upon the Party seeking indemnification no greater than $540,000.00 (the “IndemniteeGeneral Reps Cap”): ) (ait being understood and agreed that (x) notifying the indemnifying Party Purchaser Indemnified Parties shall have no further right to indemnification from the Equityholder Indemnifying Parties for such Losses, and thereafter, any recovery for such Losses in excess of a claim, demand or suit within [***] the General Reps Cap shall be limited solely and exclusively to recovery under the R&W Insurance Policy and (y) each Equityholder Indemnifying Party’s individual maximum liability for such Losses shall be such Equityholder Indemnifying Party’s Percentage of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; General Reps Cap); (b) allowing the indemnifying Party or its insurers the right to assume direction and control maximum aggregate liability of the defense of any claim, demand or suit; Purchaser Indemnifying Party under Section 6.2(b)(i) and/or Section 6.2(b)(ii) shall be an amount equal to the Total Consideration. (c) using its best efforts notwithstanding anything to cooperate the contrary contained in this Agreement, without limiting the right of setoff against Deferred Consideration or the Earnout, other than with the indemnifying Party or its insurers, at the indemnifying Party’s expenserespect to Fraud as described in Section 6.4(d), in no event shall any Equityholder Indemnifying Party be liable for any indemnifiable Loss or Losses under this Agreement in excess of the defense of total proceeds actually received by such claim, demand or suit; and Equityholder Indemnifying Party pursuant to this Agreement; (d) the maximum aggregate liability for the Equityholder Indemnifying Parties under Section 6.2(a)(vii) shall be no greater than $5,000,000; (e) in the case of liability for the Fraud of an Indemnifying Party or of which an Indemnifying Party had actual knowledge, such Indemnifying Party’s liability shall not settling or compromising be limited; and (f) in calculating amounts payable to any claimIndemnified Party hereunder, demand or suit without prior written authorization the amount of the indemnifying any indemnified Losses shall be determined net of any amounts actually recovered by any Indemnified Party (not or its Affiliates) under any insurance policy (other than the R&W Insurance Policy), to be unreasonably withheldwhich or under which such Indemnified Party (or any of its Affiliates, including the Surviving Corporation) is a party or under any indemnification, contribution, reimbursement or other similar agreement or arrangement (net of any reasonable out-of-pocket costs or expenses actually incurred in obtaining such recovery). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claimIf an Indemnified Party, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required after having received any indemnification payment with respect to any settlement involving only Losses pursuant to this Agreement from an Indemnifying Party, subsequently receives any insurance proceeds (other than under the R&W Insurance Policy) or other payment from a third party of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, type referred to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with Section 6.4(e), such Indemnified Party shall promptly reimburse the Securities and Exchange Commission. Confidential treatment has been requested with Indemnifying Party in an amount equal the relevant portion of the insurance or other proceeds in respect of such Loss (after deducting any reasonable out-of-pocket costs or expenses actually incurred in obtaining such recovery), but not in excess of the amount of indemnification payments previously paid by such Indemnifying Party to the omitted portions Indemnified Party in the defense respect of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateLoss.

Limitations on Indemnification. The obligations Notwithstanding anything to indemnify, defend, and hold harmless the contrary set forth in this Agreement, the indemnification provided for in Sections 11.1 (Indemnification by Selecta) 8.1 and 11.2 (Indemnification by Spark) 8.2 shall be contingent upon subject to the Party seeking indemnification (the “Indemnitee”): following limitations: (a) notifying No liability shall be enforced against the indemnifying Seller to the extent of any insurance proceeds received by Buyer Indemnified Party with respect to such Losses. If any Buyer Indemnified Party receives any such insurance proceeds after the Seller shall have made any payment to any Buyer Indemnified Party with respect to such Losses, any Buyer Indemnified Party shall promptly return such payment to the Seller to the extent of a claimsuch insurance proceeds received. (b) No indemnification payment for any Losses shall be made by Seller or Buyer, demand as the case may be, pursuant to Section 8.1 or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice 8.2 (except for Section 8.2(iv) hereof which shall not relieve the indemnifying Party of its indemnification obligation be subject to this limitation) hereof, respectively, except to the extent that the indemnifying Party is prejudiced thereby; aggregate amounts which would otherwise be payable pursuant to either such Section relating to such Losses exceed $50,000 (b) allowing the indemnifying Party "Minimum Amount"), and such Minimum Amount shall be deducted from the aggregate amount payable under Section 8.1 or its insurers 8.2, as the right case may be, with respect to assume direction and control damages payable pursuant to such Sections of the defense of any claim, demand or suit; this Agreement. (c) using its best efforts Each of the Sellers and the Buyers shall not be obligated to cooperate with the indemnifying Party or its insurerspay any amount for indemnification under Sections 8.1(i) and 8.2(i), at the indemnifying Party’s expenserespectively, in the defense excess of such claim, demand or suit; and $1,000,000. (d) not settling This Article VIII shall be the sole and exclusive basis of any remedy each party may have against the other party for a breach of or compromising violation of a representation, warranty, covenant or agreement under this Agreement or any claim, demand or suit without prior written authorization of agreement contemplated hereby and each party hereby waives any claim (other than under this Article VIII) it may have against the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith other party with respect to all matters relating to a breach of any such claimrepresentation, demand warranty, covenant or suit and will not settle agreement unless such breach or otherwise resolve such claim, demand violation is 42 44 a result of fraud or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned intentional or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand wilful misrepresentation or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation gross negligence by the same counsel or the counsel selected by the indemnifying Party inappropriatea party hereto.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying The Seller and Guarantor shall not be required to indemnify any Buyer Indemnitee pursuant to Section 6.3(a) until such time as the indemnifying Party aggregate amount of Damages for which Buyer Indemnitees are otherwise entitled to indemnification pursuant to this Agreement exceeds $150,000, at which time the Seller and Guarantor shall be obligated to indemnify the Buyer Indemnitees for the full amount of such Damages including such $150,000 amount, subject to the limitations of this Section 6. The standard of what is “material” for purposes of determining whether a claim, demand Representation that is qualified by the words “material” or suit within [***] “materially” or “Material Adverse Effect” is breached shall be $50,000 per item or group of receipt of samerelated items; provided, however, that Indemnitee’s failure or delay if such a Representation is breached then Damages for such breach shall nonetheless include all Damages below the threshold of materiality. Notwithstanding anything to the contrary in providing such notice this Section 6.6(a), the threshold limits imposed by this Section 6.6(a) shall not relieve apply to any Damages arising out of or in connection with indemnification regarding (i) the indemnifying Party Representations set forth in Section 2.18 (Tax Matters), Section 2.21 (Environmental Matters), or Section 2.7(c) (Net Debt), (ii) any Excluded Liability, or (iii) acts of its indemnification obligation except to fraud, deceit, or intentional misrepresentation by the extent Seller or the indemnifying Party is prejudiced thereby; Guarantor or any of their Representatives. (b) allowing All or any portion of any amounts paid to the indemnifying Party Buyer Indemnitees by the Seller or its insurers the right to assume direction and control Guarantor shall reduce, on a dollar-for-dollar basis, the maximum aggregate Liability of the defense of any claimSeller and Guarantor set forth in this Section 6.7, demand or suit; where applicable. (c) using its best efforts to cooperate with The aggregate maximum amount payable by the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; Seller and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Guarantor with respect to any settlement involving only and all claims for indemnification under this Agreement shall not exceed Four Million Dollars ($4,000,000.00); provided, however, that such $4,000,000 limit shall not apply to Damages arising from (i) a breach of the payment Representations set forth in Section 2.8(a) (Liabilities), Section 2.11 (Title to Assets), Section 2.18 (Tax Matters), or Section 2.21 (Environmental Matters), (ii) any Excluded Liability, or (iii) acts of monetary awards fraud, deceit, or intentional misrepresentation by the Seller or the Guarantor or any of their Representatives. (d) Notwithstanding anything to the contrary herein, the Seller and the Guarantor shall not be obligated to indemnify against any Damages to the extent such Damages are taken into account in determining the Net Debt of the Seller as of the Closing Date. (e) For the avoidance of doubt, notwithstanding the fact that Seller’s Liability for any breach of the Representations set forth in this Agreement is an “Excluded Liability” pursuant to Section 1.3(b), the exclusion of Excluded Liabilities from the limitations in Section 6.7(a) and 6.7(c) shall not affect the application of such limitations to Seller’s obligations to indemnify Buyer Indemnitees for Damages arising under a claim for breach of Section 2 of this Agreement, but Seller shall be obligated nonetheless to indemnify Buyer Indemnitees under Section 6.3(c) without regard for the limitations under Section 6.7(a) and Section 6.7(c) to the extent that Buyer Indemnitees suffer Damages that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with any Excluded Liabilities other than Damages under a claim for breach of Section 2 of this Agreement. (f) The Buyer shall not be required to indemnify any Seller Indemnitee pursuant to Section 6.4(a) until such time as the aggregate amount of Damages for which Seller Indemnitees are otherwise entitled to indemnification pursuant to this Agreement exceeds $150,000, at which time the indemnifying Party will Buyer shall be fully-responsibleobligated to indemnify the Seller Indemnitees for the full amount of such Damages including such $150,000 amount, subject to the limitations of this Section 6. The Indemnitee standard of what is “material” for purposes of determining whether a Representation that is qualified by the words “material” or “materially” or “Material Adverse Effect” is breached shall have be $50,000 per item or group of related items; provided, however, that if such a Representation is breached then Damages for such breach shall nonetheless include all Damages below the right, at threshold of materiality. The aggregate maximum amount payable by the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Buyer with respect to the omitted portions in the defense of such claimany and all claims for indemnification under this Agreement shall not exceed Four Million Dollars ($4,000,000.00); provided, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counselhowever, that an actual such $4,000,000 limit shall not apply to claims for Damages arising from acts of fraud, deceit, or potential conflict of interest makes representation intentional misrepresentation by the same counsel Buyer or any of its Representatives. All or any portion of any amounts paid by Buyer to the counsel selected by Seller Indemnitees shall reduce, on a dollar-for-dollar basis, the indemnifying Party inappropriatemaximum aggregate Liability of the Buyer set forth in this Section 6.7(f).

Limitations on Indemnification. The obligations (a) Subject to indemnifySection 7.3(e), defendthe maximum liability for indemnification of Losses arising out of, in connection with, or resulting from (i) the circumstances described in Section 7.2(a)(i) (other than Losses arising out of, in connection with, or resulting from a breach or inaccuracy of the Specified Representations) and Section 7.2(a)(x), shall be an amount equal to the Indemnification Escrow Amount (the “General Indemnification Cap”), and hold harmless (ii) the circumstances described in Section 7.2(a)(ii) through Section 7.2(a)(x) or Section 7.2(a)(i) for Losses arising out of, in connection with or resulting from any inaccuracy or breach of any of the Specified Representations, in each case, shall not be subject to the General Indemnification Cap, and the maximum liability for indemnification relating thereto shall be an aggregate amount equal to the Purchase Price actually received by Seller. (b) No claim shall be made pursuant to Section 7.2(a)(i) unless the cumulative amount of Losses suffered, sustained or incurred by the Parent Indemnified Parties for claims made pursuant to Section 7.2(a)(i) exceeds Five Hundred Thousand Dollars ($500,000) (“Basket”), and then the Parent Indemnified Parties shall be entitled to recover all Losses in excess of the Basket; provided, that claims for breach of any of the Specified Representations shall not be subject to the foregoing limit and shall not be included in the determination of whether the limit has been reached. (c) None of the Indemnifying Parties shall have any right of contribution from, nor may any Indemnifying Party seek indemnification or advancement of expenses (under Contract, pursuant to applicable Law or otherwise) from, the Company or Parent with respect to any Loss claimed by a Parent Indemnified Party. (d) Notwithstanding anything that may be deemed to be to the contrary set forth in Sections 11.1 this Agreement, nothing in this Article VII or elsewhere in this Agreement shall limit the Liability of any Person (and neither the Indemnification by Selecta) and 11.2 (Indemnification by Spark) Escrow Amount nor the aggregate Purchase Price shall be contingent upon the Party seeking indemnification exclusive remedy) in respect of Losses arising out of, nor shall any action against such Person be barred (the “Indemnitee”): (aand nothing herein shall serve as a defense thereto) notifying the indemnifying Party in relation to, any fraud, intentional misrepresentation or willful misconduct committed by such Person or to any fraud, intentional misrepresentation or willful misconduct of a claimwhich such Person was actually aware, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice there shall not relieve the indemnifying Party of its indemnification obligation except be any double recovery to the extent the indemnifying Party a claim is prejudiced thereby; asserted pursuant to Section 7.2(a)(iv). (be) allowing the indemnifying Party or its insurers the The right to assume direction indemnification based on representations, warranties, covenants and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, obligations in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which this Agreement will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required affected by any investigation conducted with respect to to, or any settlement involving only knowledge acquired (or capable of being acquired) at any time, whether before or after the payment execution and delivery of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightthis Agreement, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the defense accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification based on such claimrepresentations, demand or suit; provided that the indemnifying Party shall bear the reasonable feeswarranties, costs covenants and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateobligations.

Limitations on Indemnification. The obligations persons or entities indemnified pursuant to indemnify, defendSection 10.02(a) and Section 15.02(a) of the Foreign Purchase Agreement shall not assert any claim for indemnification hereunder or under Section 15.02(d) of the Foreign Purchase Agreement unless and until, and hold harmless set forth solely to the extent that, the aggregate of all such claims shall exceed $2,000,000 (the "DEDUCTIBLE"), in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) which event such indemnification shall be contingent upon effective with respect to all Damages in excess of the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of sameDeductible; provided, however, that Indemnitee’s failure or delay in providing such notice this limitation shall not relieve apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party or (ii) any breach of the representations contained in Sections 3.01, 4.01 and 4.02 hereof or Sections 8.01, 9.01 and 9.02 of the Foreign Purchase Agreement. In addition to the other limitations of this Section 10.02(d), the amount of any indemnification under this Agreement and the Foreign Purchase Agreement will be reduced by any insurance proceeds paid to the indemnifying Party party as a result of its Damages. The indemnifying party will be obligated to submit to its insurance carrier all coverable claims and pursue such claims against its insurance carrier in good faith. In addition to the other limitations described in this Section 10.02(d), it is expressly understood that the obligations of the Seller to pay any amounts for indemnification obligation except under Section 10.02(a) and Section 15.02(a) of the Foreign Purchase Agreement shall not exceed the "INDEMNIFICATION LIMIT" (as defined herein); provided, however, that this limitation shall not apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party, and (ii) any breach of the representations contained in Sections 3.01, 4.01 and 4.02 hereof or Sections 8.01, 9.01 and 9.02 of the Foreign Purchase Agreement. For purposes of this Section 10.02(d), the "INDEMNIFICATION LIMIT" shall be 50% of the Purchase Price hereunder plus 50% of the Purchase Price under the Foreign Purchase Agreement. No person shall be entitled to indemnification under this Section 10.02 if and to the extent the indemnifying Party that such person's claim for indemnification is prejudiced thereby; (b) allowing the indemnifying Party directly or its insurers the right indirectly related to assume direction and control of the defense a breach by such person of any claimrepresentation, demand warranty, covenant or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information other agreement set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateAgreement.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnification Claim under Sections 9.2 (a) and (b) and Section 9.3(a) and (b), as applicable, until the indemnifying Party of a claim, demand or suit within aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification exceed [*] Dollars ($[**] of receipt of same]) (the "Threshold"); provided, however, that Indemnitee’s failure or delay in providing once the aggregate Losses exceed the Threshold, such notice Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses without regard to the Threshold; provided, further, that the Threshold shall not relieve apply to any Indemnification Claim arising under Section 9.2(b) as a result of a breach of the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; covenant in Section 6.9. (b) allowing The indemnification provided in this Section 9 shall be the indemnifying Party or its insurers sole and exclusive remedy after the right Closing for damages available to assume direction and control the Parties for breach of any of the defense representations or warranties or covenants contained herein; provided, however, this exclusive remedy for damages does not preclude a Party from bringing an action for (A) fraud (including violations of any claim, demand the antifraud provisions of the Securities Act or suit; Exchange Act in connection with the issuance of the Medarex Stock) or (B) specific performance or other equitable remedy to require a Party to perform its obligations under this Agreement or the Operative Documents. (c) using its best efforts An Indemnifying Party shall not be obligated to cooperate with the indemnifying Party defend and hold harmless an Indemnified Party, or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to otherwise be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating liable to such claimParty, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only claims made by the payment Indemnified Party after the expiration of monetary awards the Survival Period or other applicable time limitation described in Section 9.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation for which any Indemnification Claim described in a Claim Notice that is delivered to the indemnifying Indemnifying Party will prior to the expiration of the Survival Period or such other time limitation applicable to such Indemnification Claim. (d) Notwithstanding anything to the contrary herein, except for Losses based on fraud (including violations of the antifraud provisions of the Securities Act or Exchange Act in connection with the issuance of the Medarex Stock), the aggregate Liability of any Indemnifying Party under this Section 9 for Losses arising from or attributable to (i) any inaccuracy in the representations and warranties made by such Indemnifying Party in this Agreement or any of the Operative Documents and (ii) any failure of such Indemnifying Party to perform or observe any covenant or agreement to be fully-responsibleperformed or observed by such -------- * Confidential Treatment Requested Indemnifying Party pursuant to this Agreement or any of the Operative Documents shall not exceed the dollar amount of the Purchase Price, including the net amount of the Contingent Component, as finally determined in accordance with Section 2.4(b). The Indemnitee maximum aggregate Liability provided by the preceding sentence shall not be applicable to any other matter set forth in Sections 9.2(c)-(k) or Sections 9.3(c)-(i). (e) The amount of an Indemnifying Party's liability under this Agreement shall be reduced by ninety percent (90%) of the amount of any applicable insurance proceeds actually received by the Indemnified Party. (f) Notwithstanding anything contained in this Agreement to the contrary, no Party shall be liable to the other Party for special, punitive or exemplary damages arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recover by the Indemnified Party in respect of Losses directly incurred from Third-Party Claims. (g) No Buyer Indemnified Party shall have any right to offset, deduct, counterclaim or otherwise withhold any amount from the Guaranteed Component or the Contingent Component due to Seller with respect to any pending or unresolved claim under this Section 9; provided, however, that a Buyer Indemnified Party shall have the rightright to offset, at deduct, counterclaim and otherwise withhold any amount from the Indemnitee’s expense, Guaranteed Component or Contingent Component due to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Seller with respect to the omitted portions any Resolved Claim under this Section 9 that has not been paid in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatefull.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Parent shall not be liable under Section 9.2 for any Loss paid, incurred, accrued or sustained by an Indemnified Party as a result of any breach or inaccuracy of a claimrepresentation or warranty of Seller or Parent contained in this Agreement or in any certificate, demand instrument, or suit within [***] other document delivered pursuant to this Agreement until the Indemnified Parties (or any of receipt them), have delivered to Seller or Parent one or more Officer’s Certificates identifying Losses paid, incurred, accrued or sustained are in excess of samethe Basket Amount in which case the Indemnified Parties, or any of them, shall be entitled to recover all Losses so identified, to the extent such Losses have been finally determined to be payable by Seller or Parent pursuant to Section 9.4 or Section 9.5. Notwithstanding the immediately preceding sentence, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, (i) any Loss incurred, accrued or sustained by an Indemnified Party arising or resulting from fraud or fraudulent misrepresentation with respect to representations and warranties of Seller or Parent contained in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement, or (ii) any Losses incurred as a result of Excluded Liabilities. (b) Following the Closing, the maximum aggregate liability of Parent under this Agreement pursuant to Section 9.2(a)(i) and (ii), shall not exceed fifteen percent (15%) of the Purchase Price and the maximum aggregate liability of Parent under this Agreement pursuant to Section 9.2(a)(v) shall not exceed fifteen percent (15%) of the Purchase Price; provided, however, that Indemnitee’s failure notwithstanding the foregoing, nothing contained in this Section 9.3(b) or delay elsewhere in providing such notice this Agreement shall not relieve be deemed to limit, restrict or otherwise impair or deny any claim or right that Buyer or any other Indemnified Party may have against Parent or any other person as a result of: (i) intentional, knowing or willful breach of this Agreement, fraud, or similar circumstances or (ii) Losses incurred as a result of Excluded Liabilities. Buyer agrees that its exclusive remedy (and the indemnifying Party exclusive remedy of any Indemnified Party) against Parent in respect of Losses is as set forth in this Article 9. Buyer agrees that its indemnification obligation except rights pursuant to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or this Article 9 shall be its insurers the right to assume direction sole and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required exclusive remedy against Parent with respect to any settlement involving only Loss paid, incurred, accrued or sustained after the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateClosing.

Limitations on Indemnification. The obligations Purchaser shall not be entitled to indemnifyany indemnification payment for Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, defendor to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, and hold harmless set forth exceeds One Hundred Fifty Thousand Dollars ($150,000) in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification aggregate (the “IndemniteeDeductible”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same); provided, however, that Indemnitee’s failure or delay in providing the event that such notice Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not relieve apply to Losses in connection with indemnification (a) relating to Fundamental Representations, and (b) relating to breaches of representations and warranties set forth in Section 4.08, and (c) indemnification obligations under Sections 12.02(c), (f), (q) and (r); provided further, except as set forth in Section 12.05 and Section 12.06 the indemnifying Party indemnification obligations of its indemnification obligation the Shareholder Indemnified Parties hereunder shall not, in the aggregate, exceed the Cap. Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or to the other party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent the indemnifying any Purchaser Indemnified Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right liable to assume direction and control of the defense of a third party for any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatepunitive damages.

Limitations on Indemnification. The obligations (a) No Indemnifying Party shall be required to indemnifyindemnify an Indemnified Party hereunder except to the extent that the aggregate amount of Losses for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Section 13 exceeds $250,000, defendwhereupon the Indemnified Party shall be entitled to be paid the excess of (i) the aggregate amount of all such Losses over (ii) $250,000, subject to the limitations on recovery and hold harmless recourse set forth in Sections 11.1 (Indemnification by Selecta13.5(b) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same13.6 below; provided, however, that Indemnitee’s failure or delay (A) Cash Tax Claims (as defined in providing such notice Section 13.6 below) shall not relieve be subject to either the indemnifying Party of its indemnification obligation except $250,000 deductible described above or to the extent limitations as to recovery and recourse referred to below, and (B) Losses related to or arising directly or indirectly out of any inaccuracies in any representation or warranty made by any of the indemnifying Party is prejudiced thereby; Sellers in Section 4.5 or Section 4.29 (collectively, "Unlimited Claims") shall be indemnified in their entirety by such Seller or the Sellers, as applicable, and shall not be subject to either the $250,000 deductible described above or to the limitations as to recovery and recourse referred to below. (b) allowing Subject to the indemnifying first sentence of Section 13.6 and notwithstanding anything else to the contrary otherwise stated herein or in any other Transaction Document, the aggregate amount actually payable by either (i) the Buyer as an Indemnifying Party on the one hand or its insurers (ii) the right Sellers as Indemnifying Parties on the other hand pursuant to assume direction this Section 13 and control Section 11 of the defense of any claimExchange Agreement, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating Claims against such Indemnifying Party or Indemnifying Parties, as the case may be, other than Unlimited Claims (as to which no such claimlimit shall apply), demand or suit and will not settle or otherwise resolve shall in no event exceed $5,000,000 (as such claim, demand or suit without amount may be reduced from time to time pursuant to Section 3(d) of the Indemnitee’s prior Buy-Sell Agreement). (c) No Indemnifying Party shall be liable for any Losses pursuant to this Section 13 unless a written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required claim for indemnification in accordance with Section 13.4 is given by the Indemnified Party to the Indemnifying Party with respect thereto within eighteen (18) months after the Closing, except that this time limitation shall not apply to any settlement involving only Losses related to or arising directly or indirectly out of any Tax Claims or Unlimited Claims, as to which in each case the payment applicable statute of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee limitations shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateapply.

Limitations on Indemnification. The obligations (a) Parent Indemnitees shall not be entitled to indemnify, defend, recover under Section 8.2(a) unless and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon until the Party seeking indemnification aggregate amount of their Losses exceeds on a cumulative basis $225,000 (the “IndemniteeDeductible”): (a) notifying ), in which event the indemnifying Party Parent Indemnitees shall be entitled to recover all such Losses in excess of a claim, demand or suit within [***] of receipt of samethe Deductible in accordance with this Article VIII; provided, however, that Indemnitee’s failure or delay in providing such notice the Deductible shall not relieve the indemnifying Party be applicable to any indemnification claim arising from or relating to any breach of its indemnification obligation except a Company Fundamental Representation or based on Fraud. In addition to the extent foregoing limitation, and except for any Losses based upon, resulting from or related to a breach of a Company Fundamental Representation or based on Fraud, any individual Loss otherwise subject to the indemnifying Party indemnification obligations of Section 8.2(a) shall be disregarded if the individual Loss is prejudiced therebydetermined to be less than Twenty Five Thousand Dollars ($25,000.00); provided, however, that an individual Loss shall be deemed to include all Losses that arise from a common nucleus of operative fact or otherwise result from a set of related acts or omissions. (b) allowing The Parent Indemnitees’ sole and exclusive recourse with respect to an indemnification claim under Section 8.2(a) shall be the indemnifying Party or its insurers Indemnity Escrow Amount, the right R&W Insurance Policy and, solely with respect to assume direction Company Fundamental Representations and control of the defense of Specified Claims, the Offset; provided, however, that the foregoing limitation shall not apply to any claim, demand or suit; claim based on Fraud. (c) using its best Notwithstanding anything to the contrary contained in this Article VIII: (i) The Parent Indemnitees shall use commercially reasonable efforts to cooperate with pursue recovery for Losses under the indemnifying Party or its insurers, at the indemnifying Party’s expense, R&W Insurance Policy as set forth in the defense this Article VIII. (ii) Any indemnification of such claim, demand or suit; and any Parent Indemnitees under Section 8.2(a) (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required other than with respect to any settlement involving only claim for breach of any Company Fundamental Representation or Specified Claims or based on Fraud) shall be satisfied, after the Deductible has been exhausted, solely and exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the extent available) until the Indemnity Escrow Amount has been exhausted (subject to the limitations set forth in Section 8.5(d)), and (2) second, under the R&W Insurance Policy (to the extent available), and no further recourse shall be available against the Sellers. (iii) Any indemnification of any Parent Indemnitees under Section 8.2(a) with respect to Company Fundamental Representations or the Specified Claims shall be satisfied solely and exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the extent available) until the Indemnity Escrow Amount has been exhausted (subject to the limitations set forth in Section 8.5(d)), (2) second, under the R&W Insurance Policy (to the extent available), and (3) third, from the Sellers pursuant to the Offset (subject to the limitations set forth in Section 8.5(d)). (iv) Any indemnification of any Parent Indemnitees under Section 8.2 (other than under Section 8.2(a)) shall be satisfied solely and exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the extent available) until the Indemnity Escrow Amount has been exhausted, and (2) second, from the Sellers pursuant to the Offset. (v) With respect to any claim based on Fraud, any Indemnitee may pursue any available rights or remedies such Indemnitee may have under applicable Law against the Person who committed such Fraud (in addition to any rights or remedies available to such Indemnitee under this Article VIII). (d) Other than with respect to any claim based on Fraud, the maximum amount that the Parent Indemnitees may recover under Section 8.2 by Offset pursuant to Section 8.10 is (i) in the case of any breaches of a Company Fundamental Representation, the aggregate of the Earn-Out Payments that otherwise would be payable to the Sellers, (ii) in the case of the Specified Claims, $71,000,000 in the aggregate and (iii) with respect to each Seller, such Seller’s Pro Rata Percentage of any Claim. (e) No Loss may be claimed under Section 8.2 or Section 8.3 by any Parent Indemnitee or Seller Indemnitee, as applicable, to the extent such Losses are included in the calculation of the Final Adjustment Amount pursuant to Section 2.11. For the avoidance of doubt, if, and solely to the extent, the amount of a Loss is recovered by a Parent Indemnitee or Seller Indemnitee through the actual payment of monetary awards a Claim to such Indemnitee, the same amount of such Loss may not be recovered again by such Indemnitee by reason of such Loss being subject to indemnification under more than one provision of this Agreement. (f) Notwithstanding any term herein to the contrary, in the event that any Losses of a Parent Indemnitee relate solely to a particular Seller’s breach of his, her or its representations, warranties, covenants or agreements contained in such Seller’s Securityholder Acknowledgment Agreement or any Ancillary Agreement to which such Seller is a party, the amount of any such Losses shall be deducted (including pursuant to the Offset) solely from any amounts that otherwise would be payable to such Seller rather than from all of the Sellers in accordance with their Pro Rata Percentages. For the avoidance of doubt, this Section 8.5(f) shall not limit the Parent Indemnitees’ rights to indemnification (including pursuant to the Offset) for which any Losses based upon, resulting from or related to a breach of any representations, warranties covenants or agreements of the indemnifying Party will Company contained in this Agreement or any Ancillary Agreement regardless of whether any such breach may be fully-responsibleattributable in whole or in part to a particular Seller. (g) For purposes of calculating the amount of Loss incurred by an Indemnitor for purposes of this Agreement, such amount shall be reduced by (A) the amount of any insurance proceeds actually paid to such Indemnitee in respect of such Loss, net of any deductible amounts (other than the Deductible), any increase in premiums related thereto and any costs associated with obtaining such insurance proceeds, and (B) the amount of any indemnification, contribution, and other similar payment proceeds actually recovered by such Indemnitee in respect of such Loss, net of any costs associated with obtaining such proceeds. The Indemnitee shall have the right, at the Indemnitee’s expense, agrees to employ one separate counsel and use its commercially reasonable efforts to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect mitigate all Losses to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation extent required by the same counsel or the counsel selected by the indemnifying Party inappropriateapplicable law.

Limitations on Indemnification. The obligations (a) Notwithstanding any other provision of this Agreement to indemnifythe contrary, defend(i) the Indemnifying Party will not be liable under this Article 7 for any Losses to the extent that the Indemnified Parties have otherwise been fully compensated for such Losses pursuant to this Article 7 so as to avoid “double counting” of the same Losses and (ii) each of the parties hereto will use their commercially reasonable efforts to mitigate all Losses relating to an Indemnification Claim contemplated by Section 7.3(b). (b) From and after the Initial Closing Date, except with respect to claims for fraud or willful misconduct, the sole and hold harmless exclusive remedy for any and all Losses arising out or relating to any breach, or alleged breach, of any representation or warranty or any covenant or agreement in this Agreement, will be the indemnification provisions set forth in Sections 11.1 (Indemnification this Article 7, and the parties hereto each hereby waive to the maximum extent permitted by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking applicable Law any other remedy to which they or any other Person entitled to indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand hereunder may have at Law or suit within [***] of receipt of samein equity with respect thereto; provided, however, that Indemnitee’s failure or delay nothing in providing such notice shall not relieve the indemnifying Party of this Section 7.4(b) will prevent any party from exercising its indemnification obligation except rights pursuant to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control Section 8.5 in lieu of the defense of any claim, demand or suit; indemnification provisions set forth in this Article 7. (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expenseNotwithstanding any other provision hereof, in no event will the defense aggregate amount of such claimLosses for which an Indemnifying Party is obligated to indemnify the Indemnified Parties pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) exceed the aggregate Purchase Price (the “Cap”); provided, demand or suit; and (d) however, that the Cap will not settling or compromising any claim, demand or suit without prior written authorization limit the indemnification of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Indemnified Parties with respect to any settlement involving only the payment Losses resulting from or relating to breaches of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect any Fundamental Reps (other than breaches of Section 3.9) or any Losses to the omitted portions in extent resulting from fraud on the defense part of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateIndemnifying Party.

Limitations on Indemnification. The obligations No claim may be made against the Escrow Deposit unless and until the Parent Indemnified Parties have sustained aggregate Losses for which the Parent Indemnified Parties are entitled to indemnify, defend, and hold harmless set forth indemnification pursuant to this Agreement in Sections 11.1 excess of Three Hundred Fifty Thousand Dollars (Indemnification by Selecta$350,000) and 11.2 (Indemnification by Spark) shall be contingent upon in the Party seeking indemnification aggregate (the “IndemniteeDeductible Amount”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except and then only to the extent such aggregate amount exceeds the indemnifying One Hundred Seventy-Five Thousand Dollars ($175,000). Notwithstanding any other provision in this Agreement to the contrary, the maximum aggregate recovery of all Parent Indemnified Parties shall be limited to, and shall not exceed an amount equal to, the Escrow Deposit held pursuant to the Escrow Agreement except for Losses determined by final, nonappealable judgment of a court of competent jurisdiction to have been caused by (i) any breach of Section 3.10(h), (ii) any breach of Section 3.12 (“Government Contract Claims”) or (iii) actual fraud or intentional misrepresentation by the Company (“Fraud Claims,” and together with the claims described in clauses (i) and (ii) of this Section 9.05, “Excluded Claims”). Excluded Claims finally determined by nonappealable judgment of a court of competent jurisdiction in favor of a Parent Indemnified Party is prejudiced thereby; (b) allowing shall be paid first, from the indemnifying Party or its insurers the right to assume direction Escrow Deposit, and control second, upon depletion of the defense Escrow Deposit in full, severally (but not jointly) by the Common Stockholders pursuant to the Limited Guaranty; provided that, (x) in no event shall the aggregate liability of the Common Stockholders in respect of Government Contract Claims exceed an amount equal to the difference of (A) the Escrow Deposit minus (B) all amounts paid (whether from escrow, directly by the Common Stockholders, or otherwise) in respect of all claims other than Government Contract Claims and (y) in no event shall the aggregate liability of any claim, demand or suit; (c) using its best efforts Common Stockholder for all claims arising from this Agreement and the Transactions exceed an amount equal to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, Merger Consideration received by such Common Stockholder in the defense respect of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the IndemniteeCommon Stockholder’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateshares.

Limitations on Indemnification. The obligations (a) Other than in the case of fraud, willful breach or intentional misrepresentation, the aggregate Liability of any Person required to indemnifyprovide indemnification under this ARTICLE VII (each, defendan “Indemnifying Party”) in respect of all Losses for which an Indemnifying Party shall indemnify a Person entitled to indemnification under this ARTICLE VII (each an “Indemnified Party”) pursuant to Section 7.2(a)(i) or Section 7.3(a)(i), and hold harmless set forth in Sections 11.1 as the case may be, shall not exceed five hundred thousand dollars (Indemnification by Selecta$500,000) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “IndemniteeCap”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same); provided, however, that Indemnitee’s failure or delay in providing such notice the Cap shall not relieve apply to Losses suffered by any Indemnified Parties with respect to breaches of the indemnifying Excluded Representations, for which the maximum amount recoverable by any such Indemnified Party shall be an amount equal to the Purchase Price. (b) An Indemnifying Party shall have no Liability in respect of its any Loss for which such Indemnifying Party shall indemnify an Indemnified Party pursuant to Section 7.2(a)(i) or Section 7.3(a)(i), as the case may be, unless and until the amount that would otherwise be recoverable from the Indemnifying Party in respect of any such Loss, when aggregated with any other amounts so recoverable from such Indemnifying Party pursuant to this ARTICLE VIII, exceeds sixty thousand dollars ($60,000) (the “Threshold”), and in the event the aggregate amount of any such Loss exceeds the Threshold, the Indemnifying Party shall be responsible for the aggregate amount of any such Loss, regardless of the Threshold, subject to the Cap; provided, however, such Threshold shall not apply to any Loss suffered by an Indemnified Party with respect to breaches of the Excluded Representations, fraud, willful breach or intentional misrepresentation, though Losses suffered with respect to breaches of the Excluded Representations or fraud, willful breach or intentional misrepresentation shall be aggregated for purposes of determining whether other Losses exceed the Threshold. (c) For purposes of determining whether there has been a breach of any representation or warranty contained in this Agreement, or the amount of any Loss related to a breach of any representation or warranty contained in this Agreement, the representations and warranties contained in this Agreement shall be considered without regard to any “material,” “Material Adverse Effect” or similar qualifications contained therein. (d) All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and any claims may be brought by an Indemnified Party under this ARTICLE VII, regardless of any investigation, inquiry or examination made for or on behalf of, or any Knowledge of, any Indemnified Party, or the acceptance by the Purchaser or the Sellers of any certificate or opinion. (e) In the event that the Sellers shall have an indemnification obligation to any Purchaser Indemnified Party, the Purchaser shall have the right to offset the amount thereof against any portion of the Purchase Price owed to the Sellers, including, without limitation, the Deferred Consideration (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), and any such offset shall be deemed to satisfy the indemnification obligation to which it relates to the extent of the offset. If the Seller Representative has disputed any claim for Loss by any Purchaser Indemnified Party in accordance herewith and such dispute has not been resolved, the Purchaser shall have the right to offset the amount of such Loss against any portion of the Purchase Price owed to the Sellers (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), until such claim has been resolved pursuant to (a) a written settlement agreement entered into by the Purchaser and the Seller Representative or (b) a final decision, order or award issued in accordance with Section 1.5, Section 8.12 and Section 8.13, as applicable. (f) Subject to Section 7.5(a), no exercise of, nor failure to exercise, the rights set forth in this Section 7.4 shall constitute an election of remedies or limit any Indemnified Party’s other rights hereunder or otherwise. Such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which any Indemnified Party is or may be entitled at law or equity or under this Agreement (including any exhibits hereto). The exercise of rights in good faith hereunder, whether or not ultimately determined to be justified, shall not constitute a breach of any covenant hereunder. (g) In the event any Loss related to a claim by an Indemnified Party is covered by insurance, the Indemnified Party shall not be entitled to recover from the Indemnifying Party (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Loss (but only to the extent the Indemnified Party actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the indemnifying Party is prejudiced thereby; insurer through adjustments to past, present or future premiums or other similar mechanisms within the three (b) allowing 3)-year period following the indemnifying Party or its insurers the right to assume direction and control date of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating claim giving rise to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateadjustments).

Limitations on Indemnification. The obligations Notwithstanding the foregoing: (i) Neither party shall be required to indemnifyindemnify the ATMI Indemnified Parties or MTG Indemnified Parties, defendas applicable, in respect of any Losses suffered by such ATMI Indemnified Parties or MTG Indemnified Parties, as applicable, under Sections 5.2(a)(i) or 5.2(b)(i), as applicable (other than (A) with respect to fraud, willful misconduct or intentional misrepresentations, (B) inaccuracies or breaches of the Fundamental Representations, and hold harmless (C) ATMI’s indemnification obligation concerning the matter set forth on Schedule 7.1), for any single Loss or series of related Losses, unless the aggregate of all Losses suffered hereunder by the ATMI Indemnified Parties or MTG Indemnified Parties, as applicable, exceeds two hundred and fifty thousand dollars ($250,000.00) and then only for such Losses exceeding said sum; (ii) Except in the event of (A) fraud, willful misconduct or intentional misrepresentations by either party hereunder, (B) a breach by either party of the covenants set forth in Sections 11.1 Section 6.2 (Indemnification by SelectaRestrictive Covenants), or (C) and 11.2 ATMI’s indemnification obligation concerning the matter set forth on Schedule 7.1 (Indemnification by Spark) in each case, for which there shall be contingent upon no limit to the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemniteeapplicable party’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to hereunder), in no event shall the extent aggregate amount of Losses paid by MTG under Section 5.2(a) or by ATMI under Section 5.2(b) exceed five million two hundred and fifty thousand dollars ($5,250,000.00); (iii) Except (A) in the indemnifying Party is prejudiced thereby; event of (b1) allowing the indemnifying Party fraud, willful misconduct or its insurers the right to assume direction and control intentional misrepresentations by either party hereunder, or (2) a breach by either party of the defense of any claimcovenants set forth in Section 6.2 (Restrictive Covenants), demand or suit; (cB) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment such damages paid by such Indemnitee to a third party, under no circumstances shall any Indemnitee be entitled to be indemnified for special, consequential, indirect, punitive or other similar damages, including lost profits, lost revenues, business interruptions, or loss of monetary awards for which the indemnifying Party will business opportunity or reputation; (iv) No party hereto shall be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, obligated to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested indemnify any other Person with respect to any representation, warranty, covenant or condition specifically waived in writing by the omitted portions other party. The party seeking indemnification under this Section 5.2 shall use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder; and (v) If any Person making a claim for indemnification of Losses under this Section 5.2 (an “Indemnitee”) receives any payment under an applicable insurance policy in the defense respect of such claimLosses, demand or suit; provided that from any other Person alleged to be responsible for such Losses, subsequent to receipt of an indemnification payment in respect of such Losses, then such Indemnitee shall promptly reimburse the indemnifying Party shall bear party (an “Indemnitor”), as applicable, for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the reasonable fees, costs and expenses lesser of one such separate counsel and participation if (A) the amount received by the Indemnitee shall have reasonably determinedfrom such insurance policy or other Person in respect of such Losses, after consultation with counsel, that an actual or potential conflict net of interest makes representation any expenses incurred by the same counsel Indemnitee in collecting such amount and net of any increase in premium resulting therefrom, and (B) the excess, if any, of the total amount actually received in respect of such Losses from such insurance policy or other Person and from the counsel selected indemnification payment from the Indemnitor over the sum of the total amount of such Losses suffered by the indemnifying Party inappropriateIndemnitee and the expenses incurred by the Indemnitee in collecting such amounts.

Limitations on Indemnification. 5.3.1 The obligations to indemnifyprovisions for indemnity under Section 5.1.1(a), defend, and hold harmless set forth in Sections 11.1 (Indemnification by SelectaSection 5.1.1(g) and 11.2 (Indemnification by Sparkor Section 5.1.2(a) shall be contingent upon effective only when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances for which indemnification is sought from any Indemnifying Party seeking indemnification exceeds the sum of $50,000 and 1.0% of any Milestone Payment, Royalty Payments and Sublicense Payments actually paid pursuant to Section 2.3.2, Section 2.3.3 and Section 2.3.4 (the “IndemniteeDeductible”): ), in which case the Indemnified Party shall be entitled to indemnification of the Indemnified Party’s Losses in excess of the Deductible; provided, that the foregoing limitation shall not be applicable for breaches of any Fundamental Rep. 5.3.2 In no event shall any Indemnifying Party have liability for indemnification under: (a) notifying Section 5.1.1(a) or Section 5.1.2(a), as applicable, for any amount exceeding, in the indemnifying Party aggregate, the sum of a claim$500,000 and 10.0% of any Milestone Payment, demand or suit within [***] of receipt of sameRoyalty Payments and Sublicense Payments actually paid pursuant to Section 2.3.2, Section 2.3.3 and Section 2.3.4 (the “Cap”); provided, however, that Indemnitee’s failure or delay the foregoing limitation on indemnification described in providing such notice this Section 5.3.2 shall not relieve the indemnifying Party apply to breaches of its indemnification obligation except to the extent the indemnifying Party is prejudiced therebyany Fundamental Rep; or (b) allowing the indemnifying under Section 5.1.1(g), in an amount in excess of $1,000,000. 5.3.3 The Indemnified Party or its insurers the right shall take commercially reasonable steps to assume direction mitigate any Losses incurred by such party upon and control of the defense after becoming aware of any claimevent or condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party under Section 5.1.1 or Section 5.1.2, demand or suit; as applicable, shall be reduced by (ca) using its best efforts to cooperate any amounts actually recovered by the Indemnified Party from a Third Party in connection with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; claim and (db) not settling or compromising the amount of any claim, demand or suit without prior written authorization of insurance proceeds paid to the indemnifying Indemnified Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this ARTICLE 5 the Indemnified Party shall repay to the Indemnifying Party, demand reasonably promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE 5 had such amounts been received prior to such payment. 5.3.4 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 5.1.1 or suit Section 5.1.2 and will not settle the Indemnified Party could have recovered all or a part of such Losses from a Third Party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment. 5.3.5 For purposes of this ARTICLE 5, the Losses associated with any inaccuracy in or breach of any representation or warranty shall be determined without regard to materiality, Material Adverse Effect or other similar qualification contained in or otherwise resolve applicable to such claimrepresentation or warranty. 5.3.6 The representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the date that is 18 months after the Effective Date; provided, demand that the Fundamental Reps shall remain in full force and effect and shall survive indefinitely or, if applicable, until 60 days following the expiration of the applicable statute of limitations; provided, further, that if a Claim Notice or suit without Indemnification Certificate relating to the Indemnitee’s breach of any representation or warranty is given to the Indemnifying Party on or prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for date on which the indemnifying Party will be fully-responsible. The Indemnitee applicable survival period described in this Section 5.3.5 expires, then, notwithstanding anything to the contrary contained in this Section 5.3.5, such Claim Notice or Indemnification Certificate, as applicable, shall have the right, not expire at the Indemnitee’s expenseapplicable expiration date, to employ one separate counsel but rather shall remain in full force and to participate [***] Certain information in this document effect until such time as the Claim Notice or the Indemnification Certificate has been omitted fully and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatefinally resolved.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying No indemnified party will be entitled to make a claim against an indemnifying party pursuant to Section 8.3(a) or 8.3(b) unless and until the indemnifying Party aggregate amount of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such sections exceeds $300,000 in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expenseaggregate, in which case such indemnifying party’s liability shall be for the defense whole amount of such claimIndemnifiable Losses, demand or suit; and (d) not settling or compromising any claimjust the excess, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect the case of indemnification pursuant to all matters relating to such claimSection 8.3(a)(i), demand 8.3(a)(ii) or suit and will 8.3(b), but not settle in the case of 8.3(a)(iii) or otherwise resolve such claim8.3(a)(iv), demand no more than $2.5 million in the aggregate. In addition, Purchaser agrees that Sellers make no representations or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested warranties whatsoever with respect to the omitted portions in Reserves, the defense development or adequacy thereof, or the collectibility of ceded reinsurance agreements, with respect to the insurance or reinsurance liabilities of any of the Acquired Companies, and that Sellers shall not be liable for any indemnity with respect to the foregoing. For purposes of this Agreement, (i) ”indemnified party” means a Person entitled to indemnification under this Agreement, (ii) ”indemnifying party” means a Person required to provide indemnification under this Agreement, and (iii) ”Indemnifiable Losses” means any and all damages, claims, demands, losses, liabilities or expenses (including reasonable attorneys fees and expenses and court costs) for which an indemnified party is entitled to indemnification under this Article VIII; provided, that no single or unrelated claim for breach of any representation or warranty shall be deemed an Indemnifiable Loss under this Article VIII, unless and until the amount of such claimclaim equals or exceeds $10,000, demand or suit; provided that the indemnifying Party shall bear the reasonable feesand, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determinedprovided, after consultation with counselfurther, that in each case in which a breach of representation and warranty creates entitlement to indemnification under this Article VIII, the amount of an actual Indemnifiable Loss shall be determined without taking into account any qualification as to materiality or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateMaterial Adverse Effect contained therein.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding anything to the indemnifying Party contrary herein and subject to the provisions of Section 10.9, the Indemnifying Securityholders shall not be liable under Section 8.1(a) (other than with respect to breach or inaccuracy of the Fundamental Representations or in the case of common law actual fraud, including a claimscienter requirement; it being understood that such exception shall only apply to any Indemnifying Securityholder to the extent it participate in, demand or suit within had knowledge of such fraud) (i) unless and until the aggregate Losses the Parent Indemnified Parties would otherwise recover under Section 8.1(a) exceed on a cumulative basis [***] (the “Threshold”), in which event the Indemnifying Securityholders shall be responsible for only the amount of receipt Losses in excess of samethe Threshold, subject to the other limitations set forth in this Agreement or (ii) for aggregate Losses in excess of [***]. (b) Notwithstanding anything to the contrary in this Agreement, except with respect to claims for equitable relief pursuant to Section 10.9, the remedies provided under this Article VIII shall be the sole and exclusive remedies available with respect to claims by any Parent Indemnified Party under or arising out of this Agreement or otherwise relating to the transactions contemplated hereby, whether for breach of representation, warranty, covenant or agreement or otherwise. Nothing in this Section 8.2 shall be construed to limit a party’s rights under Section 10.9. (c) In no event shall the aggregate liability of an Indemnifying Securityholder under Section 8.1 (other than in the case of common law actual fraud, including a scienter requirement; provided, however, it being understood that Indemnitee’s failure or delay in providing such notice exception shall not relieve the indemnifying Party of its indemnification obligation except only apply to any Indemnifying Securityholder to the extent it participate in, or had knowledge of such fraud) exceed (i) the indemnifying Party is prejudiced thereby; cash proceeds and Parent Ordinary Shares actually received by such Indemnifying Securityholder under this Agreement, (bii) allowing any amount paid by Parent to the indemnifying Party or its insurers the right to assume direction and control Scheduled Securityholder on behalf of the defense Company pursuant to Section 2.7(d) and (iii) Parent’s right of any claim, demand or suit; set-off described in Section 8.2(d). (cd) using its best efforts Notwithstanding anything in this Agreement to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expensecontrary, in the defense of such claimevent that it is finally determined in accordance with this Article VIII that a Parent Indemnified Party is entitled to indemnification, demand or suit; Parent and its Affiliates (dwhich, from and after the Closing shall include the Company and any Subsidiaries) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at but shall not be obligated to, set off, against any Contingent Payment due to the Indemnitee’s expenseScheduled Securityholder under this Agreement, any amounts to which the Parent Indemnified Parties are entitled to indemnification pursuant to, and subject to the limitations set forth in, this Article VIII, applying such amounts in satisfaction, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense extent of such claimamount, demand of such owed amounts. (e) To the extent a Parent Indemnified Party is entitled to recovery from an Indemnifying Securityholder hereunder, such Indemnifying Securityholder may, at its election and subject to any restrictions applicable under Swiss law, satisfy such claim in cash or suitthrough the delivery of Parent Ordinary Shares. (f) If Parent Ordinary Shares are used to satisfy indemnification obligations hereunder, the number of shares shall be based on the Parent Trading Price as of the date of such determination; provided that the indemnifying Party Parent Trading Price determined in such manner shall bear not be deemed to be less than Parent Trading Price as of the reasonable feesClosing Date. Notwithstanding the preceding sentence, costs and expenses to the extent such Indemnifying Securityholder has transferred such shares following the date of one acquisition of such separate counsel and participation if shares from Parent, the Indemnitee number of shares shall be based on the Parent Trading Price as of the date of such determination with respect to any Parent Ordinary Shares issued as Closing Parent Stock Consideration that have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation been held by the same counsel or the counsel selected Indemnifying Securityholder since they were issued by the indemnifying Party inappropriateParent to such Indemnifying Securityholder. (g) No Indemnifying Securityholder shall be liable for more than its Pro Rata Share of any Losses subject to indemnification under Section 8.1.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding the indemnifying Party foregoing provisions of a claimSection 11.1, demand (i) the Sellers shall not be required to indemnify the Buyer or suit within [***] any Buyer-Related Entities under Sections 11.1(a), 11.1(b) or 11.1(c) unless the aggregate of receipt of sameall amounts for which an indemnity would otherwise be payable by the Sellers under Sections 11.1(a), 11.1(b) and 11.1(c) exceeds the Basket Limitation; provided, however, that Indemnitee’s failure if such Losses equal or delay in providing such notice exceed the Basket Limitation, then Sellers’ liability for Losses under (A) Sections 11.1(a) and 11.1(b) shall not relieve be for the indemnifying Party of its indemnification obligation except entire amount thereof, subject to the extent Cap Limitation, and (B) Section 11.1(c) shall be for the indemnifying Party is prejudiced thereby; entire amount thereof, subject to the Tax Cap Limitation and (bii) allowing in no event shall the indemnifying Party or its insurers the right to assume direction and control liability of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Seller with respect to the omitted portions indemnification provided for in (A) Sections 11.1(a) and 11.1(b) exceed in the defense aggregate the Cap Limitation and (B) Section 11.1(c) exceed in the aggregate the Tax Cap Limitation, (iii) in the event the Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty, or covenant of the Seller contained in this Agreement (a “Buyer Waived Breach”) after the date hereof but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then the Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such claimBuyer Waived Breach. Notwithstanding anything herein to the contrary, demand the Basket Limitation, the Cap Limitation, the Tax Cap Limitation and the Survival Period shall not apply to the Excluded Liabilities. (b) In no event shall the Buyer be entitled to seek or suit; provided that obtain consequential, special, punitive or exemplary damages against the indemnifying Party Sellers. In no event shall bear the reasonable feesSellers be entitled to seek or obtain consequential, costs and expenses of one such separate counsel and participation if special, indirect, punitive or exemplary damages against the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateBuyer.

Limitations on Indemnification. The obligations (i) Notwithstanding anything to indemnifythe contrary contained in this Agreement, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the an Indemnifying Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve be obligated to pay the indemnifying Party of its Indemnified Parties any amounts for indemnification obligation under Section 12(a)(i) except to the extent the indemnifying Party is prejudiced therebyaggregate amount which they would have been obligated to pay to such party but for this Section 12(b)(i) exceeds Fifty Thousand and 00/100 Dollars ($50,000.00), at which time the Indemnified Parties shall be entitled to seek indemnification for all Damages. (ii) Notwithstanding the foregoing, Section 12(b)(i) shall not apply to: (A) the failure or refusal of Seller and the Shareholder to deliver good, indefeasible and marketable title to the Assets, free and clear of all Liens; (bB) allowing any amounts for indemnification under Sections 12(a)(ii)-(v); (C) claims relating to the indemnifying Party or its insurers the right to assume direction and control of the defense failure of any claimparty to perform its obligations under this Section 12 hereof for purposes of such indemnification; or (D) any claim involving fraud, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, fraud in the defense inducement or intentional or willful misrepresentation or misconduct. (iii) Notwithstanding anything to the contrary contained in this Agreement, all obligations of such claim, demand or suit; and (dany Indemnifying Party for Damages pursuant to Section 12(a) not settling or compromising any claim, demand or suit without prior written authorization of shall be limited to the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Purchase Price except with respect to any settlement claim involving only fraud, fraud in the payment inducement or intentional or willful misrepresentation or misconduct. Notwithstanding the joint and several liability of monetary awards for which Seller and the indemnifying Party will Shareholder, such parties shall be fully-responsible. The Indemnitee considered as one Indemnifying Party, so that the aggregate obligations of Seller and the Shareholder shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect be limited to the omitted portions in Purchase Price, subject to the defense of such claimprovisions concerning fraud, demand or suit; misrepresentation and misconduct as provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateherein.

Limitations on Indemnification. The obligations (a) With respect to indemnifyDamages for any Warranty Breach by Seller under ‎Section 10.02(a)(i) or by Buyer or Parent under ‎Section 10.02(b) (in each case, defendother than for a Warranty Breach relating to any of the Fundamental Representations): (i) the maximum aggregate liability of Seller for a Warranty Breach under ‎Section 10.02(a)(i) and for Buyer and Parent for a Warranty Breach under ‎Section 10.02(b), respectively, shall not exceed $4,150,000; and (ii) neither Seller under Section 10.02(a)(i) , nor Buyer and Parent under Section 10.02(b), shall be required to indemnify the other party for Damages for a Warranty Breach (other than relating to the Fundamental Representations) under such Section until the aggregate amount of all such Damages exceeds $250,000 (the “Basket”), and hold harmless set forth then only for Damages in Sections 11.1 excess of the Basket. (Indemnification by Selectab) The aggregate liability of Seller, on the one hand, and 11.2 of Buyer and Parent, on the other hand, for all indemnification obligations hereunder, except for indemnification obligations under ‎Section 10.02(a)(iii), shall not exceed $41,500,000. (Indemnification by Sparkc) shall be contingent upon the An Indemnified Party seeking indemnification hereunder shall use commercially reasonable efforts to mitigate Damages for which such indemnification is sought. (the d) The “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Damages” for which indemnification is provided pursuant to this Article 10 shall not relieve the indemnifying Party of its include any incidental, indirect, consequential, punitive, exemplary, or special damages, losses, liabilities or expenses, or any lost profits or diminution in value, unless in each such case such claims are brought by a third party. (e) The Buyer Indemnified Parties shall not be entitled to make any indemnification obligation except claim for Damages to the extent the indemnifying item giving rise to such Damages was taken into account in the determination of, and included in, the Final Closing Adjustment Payment. (f) No Indemnified Party is prejudiced thereby; (b) allowing shall be entitled to indemnification under this ‎Article 10 for any amount to the indemnifying extent such Indemnified Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle Affiliate has been indemnified or otherwise resolve compensated for such claimamount (including by receipt of insurance proceeds) pursuant to this Agreement or any other Contract; provided, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will an Indemnified Party shall not be required to file any claim with respect to any settlement involving only insurance coverage (i) in the payment event that such Indemnified Party has other claims under such insurance policies that, when taken together with such Damages, would exceed the policy limits of monetary awards the applicable insurance policies, or (ii) where such Indemnified Party reasonably concludes that seeking insurance coverage for such Damages would materially and adversely affect such Indemnified Party’s claims history, insurance premium, or ability to renew or replace such insurance coverage on acceptable terms (determined without reference to any claims such Indemnified Party has filed under such insurance coverage that do not relate to matters for which the indemnifying such Indemnified Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, is entitled to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateindemnification hereunder).

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Minimum Claim. Parent or the indemnifying Party Surviving Corporation on the one hand and Company (prior to the Effective Time) or the Company Indemnified Persons (subsequent to the Effective Time) on the other hand shall not be entitled to make a claim for indemnification pursuant to Sections 8.4 or 8.5, respectively, unless and until the aggregate amount of a claimDamages (as defined in Section 8.4(a)) incurred by the party making such claim exceeds $250,000 (the "Basket", demand or suit within [***] provided that such Basket shall be $100,000 for any claims described in Section 8.4(b) only), at which time the party seeking indemnification may recover the aggregate amount of receipt Damages beginning with the first dollar thereof irrespective of samethe Basket; provided, however, that Indemnitee’s failure or delay in providing such notice the Basket shall not relieve apply to Damages arising from the indemnifying Party Cap Carve Outs (as defined in Section 8.3(b)), the failure to pay the Merger Consideration or the Employee Consideration, or as otherwise provided in Schedule A1(ii) of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; Escrow Agreement. (b) allowing Cap. Notwithstanding any other provision of this Agreement or the indemnifying Party or its insurers the right to assume direction and control of the defense of any claimEscrow Agreement, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only except for the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have Merger Consideration and the rightEmployee Consideration, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect indemnification obligations of Company (prior to the omitted portions Effective Time) and the Company stockholders (subsequent to the Effective Time) on the one hand and Parent and the Surviving Corporation (after the Effective Time) on the other hand pursuant to Sections 8.4 and 8.5, respectively, will not exceed in the defense of aggregate for such claimperson or persons $13,558,804 (the "Cap"); provided, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counselhowever, that an actual Damages arising out of claims (i) due to fraud or potential conflict intentional misrepresentation or (ii) resulting from a breach of interest makes representation any covenant or agreement of Company in Section 9.1 (collectively, the "Cap Carve Outs"), shall not apply towards the Cap. Notwithstanding the foregoing, (x) all claims by Indemnified Persons for Damages pursuant to Section 8.4 subsequent to the same counsel Closing shall be satisfied only from the Escrow Fund and shall be limited to the Cap, and any Damages arising out of claims from the Cap Carve Outs shall be satisfied first out of the Escrow Fund, if any, and (y) all claims by Indemnified Persons for Damages pursuant to Section 8.5 shall be limited to the Cap, other than in connection with any claims or Damages incurred in connection with Parent's failure to pay the Merger Consideration or the counsel selected by Employee Consideration pursuant to the indemnifying Party inappropriateterms hereof.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Seller shall not be required to indemnify any Person under Section 9.1(a) unless the indemnifying Party aggregate amount of a claimall Losses for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, demand or suit within [***] and in such event, Seller shall be responsible for only the amount in excess of receipt such amount. In no event shall the total indemnification to be paid by Seller under Section 9.1(a) exceed $100,000,000. Seller shall not be required to indemnify any Person under Section 9.1(b) unless the aggregate of same; providedall Losses for which indemnity would otherwise be payable by Seller under Section 9.1(b) exceeds $250,000, and in such event, Seller shall be responsible for only the amount in excess of such amount. The foregoing limitations, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect apply to any settlement involving claims arising out of Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions first two sentences thereof), 2.17 (No Brokers or Finders), Section 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 6.11 (Employee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any Loss. Any amounts required to be paid by Seller pursuant to Section 5.3 of this Agreement shall not be deemed to be an indemnification payment for purposes of this Section 9.5. (b) Notwithstanding anything to the contrary contained herein, no party shall, prior to or after the date on which the Final Net Working Capital Amount is determined pursuant to Section 1.4, make any claim for indemnification with respect to the breach of any representation or warranty contained in the defense of such claim, demand Article II (including Section 2.3) or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation any covenant or agreement contained in Section 4.3 or Section 4.6 if the Indemnitee shall facts underlying such claim were or could have reasonably determined, after consultation with counsel, that been the basis for an actual or potential conflict of interest makes representation objection by Buyer to the same counsel or the counsel selected by the indemnifying Party inappropriateProposed Final Net Working Capital Amount pursuant to Section 1.4(e)(2).

Limitations on Indemnification. The obligations (a) As to indemnifyany claim for indemnification pursuant to Section 12.02(a) or 12.02(b) (other than with respect to a claim for indemnification for a breach of Section 7.09), defendthe Indemnified Party shall not be entitled to indemnification (i) with respect to any Loss or a series of related Losses for less than $25,000 and (ii) until all Losses to such Indemnified Party exceed, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification aggregate, $3,000,000 (the “IndemniteeIndemnity Threshold”): (a) notifying the indemnifying ), in which case such Indemnified Party of a claim, demand or suit within [***] of receipt of sameshall be entitled to indemnification for all such Losses; provided, however, that Indemnitee’s that any materiality or Material Adverse Effect qualifier will not be taken into account in determining the magnitude of the damages occasioned by the breach of any representation or warranty for purposes of calculating the Indemnity Threshold (once a breach of any representation or warranty has occurred after giving effect to the applicable materiality or Material Adverse Effect qualifiers). (b) In no event shall any Member in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Section 12.02(a) in excess of an amount equal to fifteen percent (15%) of the Base Purchase Price distributed to it pursuant to Section 3.02(b), and in no event shall Parent in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Section 12.02(b) in excess of an amount equal to fifteen percent (15%) of the Base Purchase Price. (c) None of the Indemnified Parties shall be entitled to recover from the Indemnifying Parties for any Losses arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorneys fees suffered by such Party. Parent and the Members on behalf of each of their respective Indemnified Parties waives any right to recover incidental, indirect, special, exemplary, punitive or consequential damages, including lost revenues or profits, even if such damages are foreseeable or the damaged Party has advised the other Parties of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or delay inadequacy of any exclusive or other remedy, unless such incidental, indirect, special, exemplary, punitive, consequential or other kind of special damages are awarded to a Person in providing an indemnifiable Third Party Claim. (d) The Members shall have no liability for any breach of this Agreement or any certificate relating hereto delivered by the Members if the Members can demonstrate that Parent or any of its Affiliates or Representatives had actual knowledge of such notice breach or inaccuracy prior to the Closing; provided, however, that the Members shall be liable, subject to the other limitations set forth in this ARTICLE XII, for any such breach arising out of information contained in a Disclosure Supplement. For purposes of demonstrating Parent’s “actual knowledge” in accordance with the preceding sentence, Parent shall be deemed to have “actual knowledge” of a breach or inaccuracy if such breach or inaccuracy is reasonably apparent from information provided in writing to Parent or any of its Representatives by the Company, the Members or any of their Representatives prior to the date hereof, including in the materials made available in the electronic data room (excluding all attachments to any Phase I Environmental Assessment); provided that the foregoing shall not relieve apply to breaches or inaccuracies of the indemnifying representation contained in Section 4.04(b) as to which the Members must demonstrate Parent’s actual knowledge without relying on such inference. (e) Each Person entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the transactions contemplated in this Agreement shall use commercially reasonable efforts to mitigate all Losses upon becoming aware of any event or circumstance that could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (f) No Indemnifying Party of its indemnification obligation except shall have any liability under this ARTICLE XII to indemnify any Indemnified Party with respect to a Loss to the extent that the indemnifying Loss arose from or was exacerbated by any action taken by any Indemnified Party is prejudiced thereby; on or after the Closing Date. (bg) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Any indemnifiable claim with respect to any settlement involving only breach or nonperformance by a Party of a representation, warranty, covenant or agreement shall be net of any insurance proceeds received the Indemnified Party (net of any costs of collection or other cost directly related to the insurance claim in respect of Losses). If the Indemnifying Party makes any payment of monetary awards for which on any claim pursuant to Section 12.02, the indemnifying Indemnifying Party will shall be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expensesubrogated, to employ one separate counsel the extent of such payment, to all rights and remedies of the Indemnified Party to participate [***] Certain information in this document has been omitted and filed separately with any insurance benefits or other claims of the Securities and Exchange Commission. Confidential treatment has been requested Indemnified Party with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. The obligations to indemnify11.6.1. Other than any breach of or inaccuracy in any Fundamental Representation, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) indemnification for which shall be contingent upon the as provided below, no Indemnifying Party seeking indemnification shall be required to indemnify an Indemnified Party hereunder for any Losses pursuant to Section 11.2.1 or 11.3.1, as applicable (the such Losses pursuant to Section 11.2.1 or 11.3.1, as applicable, being collectively referred to herein as “IndemniteeGeneral Representation and Warranty Losses”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent that the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense aggregate amount of such claim, demand or suit; General Representation and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards Warranty Losses for which the indemnifying Indemnified Party will is otherwise entitled to indemnification pursuant to this Article 11 exceeds Forty Thousand Dollars ($40,000), in which event the Indemnifying Party shall be fullyrequired to pay or be liable for all such General Representation and Warranty Losses from the first dollar. Except as otherwise provided herein, all Losses (including, but not limited to, any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any Fundamental Representation) other than General Representation and Warranty Losses (all such Losses being collectively referred to herein as “Purchase-responsiblePrice Limited-Losses”) shall be indemnified in their entirety from first dollar by the Indemnifying Parties and shall not be subject to the limitations set forth in this Section 11.6. 11.6.2. The Indemnitee aggregate amount payable by all Indemnifying Parties in respect of General Representation and Warranty Losses shall have not exceed an amount equal to One Million Sixty-Two Thousand Five Hundred Dollars ($1,062,500) (the right“General Representation and Warranty Cap”). 11.6.3. Any indemnification payment made pursuant to Article 11 of this Agreement shall be treated as an adjustment to the Purchase Price for tax purposes. 11.6.4. The aggregate amount payable by all Indemnifying Parties in respect of any Purchase-Price Limited-Loss shall not exceed an amount equal to the Purchase Price, at less amounts previously paid or to be paid by such Indemnifying Party pursuant to this Article 11. 11.6.5. No Indemnifying Party shall be liable for any General Representation and Warranty Losses pursuant to this pursuant to Section 11.2.1 or 11.3.1 unless a written claim for indemnification in accordance with this Article 11 is given by the Indemnitee’s expense, Indemnified Party to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Indemnifying Party with respect thereto on or prior to the omitted portions date that is fifteen (15) months following the Closing Date; except that this time limitation shall not apply to any Losses related to or arising directly or indirectly out of any Purchase-Price Limited-Losses, as to which in each case the defense applicable statute of such claim, demand or suit; provided that the indemnifying Party limitations plus sixty (60) days shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateapply.

Limitations on Indemnification. The obligations Purchaser shall not be entitled to indemnifyany indemnification payment for Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, defendor to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, and hold harmless set forth exceeds Two Hundred Fifty Thousand Dollars ($250,000) in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification aggregate (the “IndemniteeDeductible”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same); provided, however, that Indemnitee’s failure or delay in providing the event that such notice Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not relieve apply to Losses in connection with indemnification (a) relating to Fundamental Representations, and (b) relating to breaches of representations and warranties set forth in Section 4.08, and (c) indemnification obligations under Sections 12.02(c), (f), (p) and (q); provided further, except as set forth in Section 12.05 and Section 12.06 the indemnifying Party indemnification obligations of its indemnification obligation the Shareholder Indemnified Parties hereunder shall not, in the aggregate, exceed the Cap. Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or to the other party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent the indemnifying any Purchaser Indemnified Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right liable to assume direction and control of the defense of a third party for any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatepunitive damages.

Limitations on Indemnification. (a) The obligations to indemnifyBuyer Indemnified Persons may not recover Losses from Parent or the Seller in respect of any claim for indemnification under Section 8.3(a)(1) unless and until Losses have been incurred, defend, and hold harmless set forth paid or properly accrued in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification an aggregate amount greater than $50,000 (the “IndemniteeIndemnification Threshold”): (a) notifying ), except that the indemnifying Party of a claimBuyer Indemnified Persons will be entitled to recover all, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve and the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and Indemnification Threshold will not settle or otherwise resolve such claimapply to any, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Losses with respect to any settlement involving only inaccuracy in any representation or breach of any Fundamental Representation. Once the payment of monetary awards for which Indemnification Threshold has been exceeded, the indemnifying Party Indemnified Persons will be fully-responsibleentitled to recover for all Losses in respect of any claim for indemnification under Section 8.3(a)(1) from dollar one and without regard to the Indemnification Threshold. (b) With respect to Losses claimed under Section 8.3(a)(1) as a result of inaccuracies in any representation or breach of warranty related to Company or under Section 8.3(a)(2), Section 8.3(a)(4), Section 8.3(a)(5), Section 8.3(a)(6).Section 8.3(a)(7), or Section 8.3(8) , a Buyer Indemnified Person may recover all of its Losses from all unresolved or unsatisfied Liability Claims, directly from Parent, Seller or from the Escrow Fund. (c) Intentionally deleted. (d) Except as otherwise required by Law, the Parties shall treat any indemnification payments made hereunder as an adjustment to the Consideration for accounting and Tax purposes. (e) None of Parent, Seller or any of their Affiliates or Related Parties, will have any right of contribution, right of indemnity or other right or remedy against Buyer, Company, any Company Subsidiaries or any of their Affiliates or Related Parties in connection with any indemnification obligation or any other liability to which Parent or Seller may become subject under or in connection with this Agreement. (f) No Indemnified Person’s rights under this Article 8 will be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, by an Indemnified Person at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. No Indemnified Person shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnified Person to be entitled to indemnification hereunder. (g) The Indemnitee right of any Indemnified Persons to pursue Action for any other remedies or relief under any Related Agreement against the counterparties thereto shall have not be limited hereby. (h) Notwithstanding anything to the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information contrary contained in this document Agreement, nothing in this Agreement will (1) prevent any Buyer Indemnified Person from bringing an Action for fraud or intentional misrepresentation against any Person, including Parent or Seller whose fraud or intentional misrepresentation has been omitted and filed separately with caused such Buyer Indemnified Person to incur Losses indemnifiable under this Agreement, or (2) limit the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Losses recoverable by such Buyer Indemnified Person in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateAction.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay Notwithstanding anything in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except Section 6.01 to the extent the indemnifying Party is prejudiced thereby; contrary: (bi) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will ET Partner shall not be required to indemnify any Contributing Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) if, with respect to any settlement involving only individual Damage item or series of related Damage items, such item or series of items is less than $2,000,000.00 in the payment aggregate (a “Minor Claim”); (ii) ET Partner shall not be required to indemnify any Contributing Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) until the aggregate amount of monetary awards all Damages for which ET Partner would be liable under Section 6.01(a) (excluding Minor Claims) exceeds $17,500,000.00 (the indemnifying “General Indemnification Deductible”), in which case, subject to Section 6.04(a)(iii), ET Partner shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the General Indemnification Deductible; (iii) ET Partner shall not be required to indemnify any Contributing Party will Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) once the aggregate of all payments made by or on behalf of ET Partner in respect of its indemnification obligations under Section 6.01(a) equals $235,000,000. (b) Notwithstanding anything in Section 6.02 to the contrary: (i) SUN Partner shall not be fully-responsible. required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) for any Minor Claim; (ii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) until the aggregate amount of all Damages for which SUN Partner would be liable under Section 6.02(a) (excluding Minor Claims) exceeds the General Indemnification Deductible, in which case, SUN Partner, subject to Section 6.04(b)(iii), shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the General Indemnification Deductible; and (iii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) once the aggregate of all payments made by or on behalf of SUN Partner in respect of its indemnification obligations under Section 6.02(a) equals $115,000,000. (c) The Indemnitee indemnification limitations set forth in the foregoing clauses (a) and (b) shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested not apply with respect to the omitted portions in the defense any Damages relating to, resulting from or arising out of fraud or intentional misrepresentation by any Receiving Party, any Contributing Party or their respective Affiliates, as applicable. (d) The amount which an Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article VI shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts recovered by or on behalf of such claim, demand or suit; provided that Indemnified Party related to the indemnifying related Damages. If an Indemnified Party shall bear have received the reasonable feespayment required by this Agreement from an Indemnifying Party in respect of Damages and shall subsequently receive insurance proceeds or other amounts in respect of such Damages, then such Indemnified Party shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received up to the amount received from the Indemnifying Party, less any costs and expenses incurred to recover such proceeds. (e) Damages shall be determined without duplication of recovery under other provisions of this Agreement or any other Transaction Document. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one such separate counsel and participation if the Indemnitee representation, warranty, covenant or agreement that is subject to an indemnification obligation under this Article VI, in no event shall have reasonably determined, after consultation with counsel, that an actual there be any indemnification or potential conflict duplication of interest makes representation by payments or recovery under different provisions of this Agreement arising out of the same counsel facts, conditions or the counsel selected by the indemnifying Party inappropriateevents.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying The Indemnifying Parties shall have no liability with respect to the indemnifying Party matters described in clauses (a) or (b) of a claim, demand Sections 11.2 or suit within [***] 11.3 of receipt this Agreement until the total of sameall Losses with respect thereto exceeds $100,000 (the "Threshold Amount") and then only for the amount by which such Losses exceed $100,000; provided, however, that Indemnitee’s failure or delay in providing such notice this limitation shall not relieve apply to any Loss due to any inaccuracy of the indemnifying representation contained in Section 5.21 of this Agreement or to ePlus' indemnification obligations contained in Section 8.13 of this Agreement. The aggregate liability of all SourceOne Indemnifying Parties, on the one hand, and all ePlus Indemnifying Parties on the other hand, with respect to matters described in clauses (a) or (b) of Section 11.2 or 11.3 of this Agreement shall be limited to $1,500,000 each; provided, however, that this limitation shall not apply to ePlus' indemnification obligations contained in Section 8.13 of this Agreement. (b) The limitations set forth in this Section 11.6 shall not apply to any Losses occasioned by the willful misconduct or fraud of any Indemnifying Party, and the Indemnifying Party of its shall be liable for all Losses with respect thereto. No party otherwise entitled to indemnification obligation except under this Agreement shall be indemnified pursuant to this Agreement to the extent that such party's Losses are increased or extended by the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party willful misconduct or its insurers the right to assume direction and control fraud of the defense of any claim, demand or suit; such party. (c) using its best efforts to cooperate ePlus shall not proceed against the Shareholders directly until the earlier of the expiration of the Escrow or the distribution of all amounts in the Escrow in accordance with the indemnifying Party or Escrow Agreement; provided, that the Shareholders do not contest the distribution of the amounts in Escrow when a claim against such amount is made by ePlus. For the purpose of compensating ePlus for its insurersLosses pursuant to this Agreement, at (i) the indemnifying Party’s expense, Escrowed Cash and Escrowed Shares shall be distributed to ePlus on a pro rata basis from the Escrow and (ii) all Escrowed Shares in the defense Escrow shall be valued at $8.00 per share (the "Valuation Price"); provided, that the Valuation Price shall be adjusted to reflect fully the effect of such claimany stock split, demand reverse stock split, stock dividend (including any dividend or suit; and (d) not settling general distribution of securities convertible into or compromising any claimexchangeable or exercisable for ePlus Common Stock), demand reclassification, reorganization, recapitalization or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith other like change with respect to all matters relating ePlus Common Stock occurring after the date hereof. After the expiration of the Escrow, the Shareholders shall have the option, in their sole discretion, to such claimcompensate ePlus for any Losses successfully claimed under this Agreement using (i) cash or (ii) shares of ePlus Common Stock valued at the Valuation Price; provided, demand that the Valuation Price shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or suit and will not settle general distribution of securities convertible into or otherwise resolve such claimexchangeable or exercisable for ePlus Common Stock), demand reclassification, reorganization, recapitalization or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required other like change with respect to any settlement involving only ePlus Common Stock occurring after the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatedate hereof .

Limitations on Indemnification. (a) The obligations to indemnify, defend, and hold harmless indemnification provisions set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) Section 8.2 shall be contingent upon the Party seeking indemnification (sole and exclusive remedy under this Agreement for the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of samematters set forth therein; provided, however, nothing in this Article VIII prevents an Indemnified Party from bringing an action for fraud, intentional misconduct or willful breach. (b) The Indemnification Escrow Amount shall be held as the Indemnified Parties’ security for the Indemnifying Parties’ indemnification obligations under Section 8.2. (c) The Indemnified Parties shall have a right to set off any Loss claimed by an Indemnified Party against any Milestone Payment that Indemnitee’s failure may be owed pursuant to Section 2.7(a)(iii). (d) Recovery against the Indemnification Escrow Amount and set off against the Milestone Payments that may be owed pursuant to Section 2.7(a)(iii) (if any) shall be the Indemnified Parties’ sole and exclusive remedy under this Agreement for indemnification claims under Section 8.2, except in the case of fraud, intentional misconduct or delay willful breach (with respect to which the limitations set forth in providing such notice this sentence shall not relieve apply). (e) The Indemnified Parties may not recover pursuant to the indemnifying indemnity set forth in Section 8.2 unless and until the aggregate amount of all Losses related thereto for which the Indemnified Parties would, but for this proviso, be liable exceed One Hundred Thousand U.S. Dollars ($100,000) in the aggregate (the “Threshold Amount”), in which case the Indemnified Party shall be entitled to recover pursuant to the indemnity set forth in Section 8.2 all claimed Losses. (f) The Indemnified Parties may not recover pursuant to the indemnity set forth in Section 8.2 for Losses (i) in excess of its indemnification obligation Four Million U.S. Dollars ($4,000,000) in the aggregate, except in the case of fraud, intentional misconduct or willful breach (with respect to which the limitations set forth in this sentence shall not apply) or (ii) to the extent that any such Loss is also covered under any insurance policy maintained by the indemnifying Party is prejudiced thereby; Indemnified Parties and payment therefor has been received by the Indemnified Parties. (bg) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith Except with respect to all matters relating claims based upon or arising out of fraud, intentional misconduct or willful breach, no claim for indemnification hereunder for breach of any representation or warranty may be brought after the Expiration Date or the Extended Expiration Date, as applicable, except for claims of which the Indemnifying Parties has been notified in writing prior to Expiration Date or the Extended Expiration Date, as applicable. (h) Nothing in this Agreement shall limit the liability of the Indemnifying Parties (and the indemnification shall not be the exclusive remedy) in respect of any Losses arising out of any fraud, intentional misconduct or willful breach. (i) It is understood that nothing in this Agreement shall eliminate the ability of any party hereto to apply for equitable remedies to enforce the other parties’ obligations under this Agreement. (j) Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that any Indemnified Party had knowledge of the breach, event or circumstance giving rise to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without Loss prior to the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only Closing (other than knowledge arising directly out of the payment of monetary awards for which disclosure set forth in the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information Primaeva Disclosure Schedule). (k) Nothing in this document has been omitted Agreement shall limit the liability of Primaeva, Syneron or the Indemnifying Parties for any material and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions willful breach or inaccuracy of any representation, warranty or covenant contained in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation this Agreement if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateClosing does not occur.

Limitations on Indemnification. The indemnification obligations to indemnify, defend, and hold harmless set forth of the Indemnifying Party provided in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) this Agreement shall be contingent upon subject to the Party seeking indemnification (the “Indemnitee”): following limitations: (a) notifying the indemnifying The Indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve be liable in respect of any claim for indemnification by the indemnifying Indemnified Party pursuant to Sections 10.1(a)(i) and 10.1(a)(ii) (solely with respect to Section 6.2.4) of its this Agreement unless: (i) the liability of Indemnifying Party in respect of each such claim exceeds 50,000 Dollars; (ii) the aggregate liability of the Indemnifying Party in respect of all such claims for indemnification obligation except by the Indemnified Party exceeds 1,000,000 Dollars, in which case Indemnifying Party shall be liable for just the excess over 1,000,000 Dollars; and (iii) the aggregate liability of Indemnifying Party in respect of all claims for indemnification by the Indemnified Party shall be limited to the extent the indemnifying Party is prejudiced thereby; an amount of 7,000,000 Dollars. (b) allowing Notwithstanding Section 10.4(a), any claim by the indemnifying Indemnified Party or its insurers for indemnification by the right to assume direction and control Indemnified Party for any breach of the defense of any claimFundamental Representations, demand or suit; in the aggregate with all claims by the Indemnified Party for indemnification hereunder, shall be limited to an amount equal to, if the Indemnifying Party is Seller, the Aggregate Purchase Price, and if the Indemnifying Party is a Purchaser, the amount paid by such Purchaser under Section 8.3. (c) using its best efforts to cooperate with For purposes of determining whether a representation or warranty of the indemnifying Indemnifying Party has been breached or its insurers, at for calculating the indemnifying amount of any Losses arising out of or resulting from any inaccuracy in or breach of any of the Indemnifying Party’s expenserepresentations and warranties, in the defense of such claimany reference to “materiality” or any other similar phrases or words, demand or suit; and any numerical threshold shall be disregarded. (d) not settling or compromising any claimNotwithstanding anything to the contrary contained herein, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only Losses incurred by VNBZ after the payment Closing, any claim by Honda pursuant to Sections 10.1(a)(i) for any breach of monetary awards any representation or warranty contained in ARTICLE III shall be limited to an amount equal to twenty-six percent (26%) of the aggregate amount of Losses. For clarity, and subject to the limitations under this ARTICLE X, Honda shall be deemed for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expensepurposes hereof, to employ one separate counsel and have suffered Losses equal to participate [***] Certain information twenty-six percent (26%) of any indemnifiable Losses incurred by VNBZ. (e) To the extent that an adjustment is made to or taken into account in determining the Aggregate Purchase Price in respect of any specific matter relating to or arising out of this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Agreement, no Indemnified Party shall be entitled to any indemnification with respect to such specific matter to the omitted portions in the defense extent of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateadjustment.

Limitations on Indemnification. The obligations Rights to indemnifyindemnification under this Article 8 are subject to the following limitations: (A) For purposes of this Article 8, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) all Damages shall be contingent upon computed net of any insurance coverage which reduces the Party seeking indemnification Damages that would otherwise be sustained; provided that in all cases the timing of the receipt or realization of insurance proceeds shall be taken into account in determining the amount of reduction of Damages. (B) Subject to the “Indemnitee”): (a) notifying the indemnifying Party provisions of a claimSection 8.4(c), demand or suit within [***] of receipt of same; providedbelow, however, that Indemnitee’s failure or delay in providing such notice USCorp shall not relieve be entitled to indemnification hereunder with respect to an Indemnifiable Claim or Claims unless the indemnifying Party aggregate amount of its indemnification obligation except Damages with respect to such Indemnifiable Claim or Claims exceeds $30,000.00. Once USCorp's Damages exceed $30,000.00 in the aggregate, USCorp shall only be entitled to be indemnified to the extent the indemnifying Party is prejudiced thereby; of such Damages in excess of such initial $30,000.00 of Damages. (bC) allowing the indemnifying Party or its insurers the right to assume direction Notwithstanding and control in lieu of the defense provisions of any claimSection 8.4(b), demand or suit; (c) using its best efforts above, USCorp shall not be entitled to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith indemnification with respect to all matters relating an Indemnifiable Claim or Claims resulting from a breach of the representations and warranties contained in the last paragraph of Section 4.13 unless the aggregate amount of Damages with respect to such claimIndemnifiable Claim or Claims exceeds $5,000.00. Once USCorp's Damages for any such breach exceeds $5,000.00 in the aggregate, demand or suit and will not settle or otherwise resolve USCorp shall only be entitled to be indemnified to the extent of such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that Damages in excess of such consent will not be required initial $5,000.00 of Damages. (D) The obligations of indemnity under this Article 8 with respect to any settlement involving only indemnifiable claim shall terminate three years after the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightClosing Date. (E) If, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect prior to the omitted portions in termination of the defense obligation to indemnify, written notice of such claiman Indemnifiable Claim is given by USCorp or any of the USMetals' Shareholders, demand as the case may be (an "Indemnified Party") to the other Party or suit; provided that Parties, as the indemnifying case may be (the "Indemnifying Party"), or a suit or action based upon an alleged Indemnifiable Claim is commenced against the Indemnifying Party, the Indemnified Party shall bear not be precluded from pursuing such Indemnifiable Claim (whether through the reasonable fees, costs and expenses courts or otherwise) by reason of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict termination of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateobligation of indemnity as described in Section 8.4(d) above.

Limitations on Indemnification. The rights of an Indemnified Party to indemnification under this Article X are subject to the following: (a) A Seller Indemnifying Party shall not have any indemnification obligations pursuant to indemnifySection 10.2(a)(i) (other than with respect to Damages related to or arising out of breaches of Fundamental Representations, defendTax Representations or Special Representations) unless the aggregate amount of Damages based upon, attributable to or resulting from the failure of any of the representations and hold harmless set forth in Sections 11.1 warranties (Indemnification by Selectaother than the Fundamental Representations, Tax Representations or Special Representations) to be true and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification correct exceeds $[…***…] (the “IndemniteeDeductible”): (a) notifying and, in such event, the indemnifying Indemnifying Party shall be required to pay the amount of Damages arising out of or relating to such matters in excess of the Deductible. No Damages shall be included in determining whether the Deductible has been reached unless a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing notice seeking indemnification for such notice shall not relieve Damages has been given by the indemnifying Buyer Indemnified Party of its indemnification obligation except to the extent the indemnifying Indemnifying Party is prejudiced thereby; in accordance with Section 10.3. (b) allowing the indemnifying Party Excluding any Damages arising out of or its insurers the right to assume direction and control of the defense of any claimresulting from Fraud, demand willful misconduct or suit; (c) using its best efforts to cooperate gross negligence in accordance with the indemnifying Party or its insurersSection 10.5, at the indemnifying Party’s expensein no event shall Seller, in the defense of such claimaggregate, demand or suit; and (d) not settling or compromising be liable for any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect Damages as to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, Buyer Indemnifiable Claim (i) pursuant to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Section 10.2(a)(i) (other than with respect to the omitted portions inaccuracy in or breach or failure of any of the defense Fundamental Representations, Tax Representations or Special Representations to be true and correct), in excess of such claiman amount equal to the sum of (x) the Escrow Amount, demand (y) the aggregate Milestone Payments that have been paid to Seller, and (z) the aggregate Milestone Payments to which Seller otherwise is entitled but have not yet been paid, and (ii) pursuant to Section 10.2(a)(i) with respect to the inaccuracy in or suit; provided breach or failure of any of the Fundamental Representations, Tax Representations or Special Representations to be true and correct, in excess of an amount equal to the sum of (x) the Closing Payment, (y) the aggregate Milestone Payments that have been paid to Seller, and (z) the aggregate Milestone Payments to which Seller otherwise is entitled but have not yet been paid. (c) Notwithstanding anything to the contrary contained herein, no Indemnifying Party shall be liable to or otherwise responsible to any Indemnified Party for any Damages relating to any matter to the extent that the indemnifying Indemnified Party shall bear the reasonable fees, costs and expenses has otherwise been compensated for such matter pursuant to a separate indemnity claim for a breach of one such separate counsel and participation if the Indemnitee shall have reasonably determinedor more other representations, after consultation with counselwarranties, that an actual covenants or potential conflict of interest makes representation by agreements giving rise to the same counsel or the counsel selected by the indemnifying Party inappropriateduplicative damages.

Limitations on Indemnification. The obligations Rights to indemnifyindemnification under this Agreement are subject to the following limitations: (i) Anything in this Agreement or in any of the General Partner Interest Purchase Agreements to the contrary notwithstanding (and the provisions of this sentence shall govern and control over any inconsistent provision in this Agreement or any of those other agreements): (A) No Existing General Partner or Existing Limited Partner shall be liable to pay Damages under or in respect of this Agreement and all of the General Partner Interest Purchase Agreements taken together, defendcollectively, in an amount greater than the total value (for any such Party, its or his "INITIAL UNIT VALUE"), as of the date of such Party's first receipt thereof, of all Units delivered to such Party hereunder or under the General Partner Interest Purchase Agreements; (B) any Party (other than AERC) may, in his or its discretion, pay and satisfy all claims against him or it for Damages hereunder and under the General Partner Interest Purchase Agreements either in cash or (subject to the provisions of Paragraph 16.07 hereinbelow) by delivering to AERC Units (rather than cash) which are free and clear of all liens, security interests and encumbrances, each such Unit to be valued for such purpose at its initial Value hereunder on the date (i.e., the Initial Closing Date or the Second Closing Date, as the case may be) it was first acquired by such Party; and (C) if AERC has actual knowledge of a breach of this Agreement, or of the inaccuracy of any representation or warranty made herein, which entitles it to terminate this Agreement or to decline to proceed to any closing hereunder, and hold harmless AERC elects not to exercise any such right of termination (or right to decline to close) and waives all (but not less than all) of such breaches or closing conditions solely for the purpose of effecting the Initial Closing or the Second Closing, no other Party shall be liable to AERC (or its designee) for Damages relating to or based on such breach or inaccuracy. (ii) The obligation of indemnity set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) this Agreement shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claimterminate, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating each representation and warranty hereunder, on the day such representation or warranty ceases to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; survive as provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense last grammatical paragraph of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses Article 9 of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatethis Agreement.

Limitations on Indemnification. The obligations (a) No party hereto shall be required to indemnify, defend, and defend or hold harmless any Person with respect to any breach of any representation or warranty pursuant to this Article XI: (i) unless and until the aggregate Losses of (A) the Purchaser, in the case of any such breaches by the Seller, or (B) the Seller, in the case of any such breaches by the Purchaser, exceed one and one-half percent (1.5%) of the Purchase Price, after which such party shall be liable only for such Losses in excess of such amount; and (ii) for any individual items or aggregated items arising out of the same facts, events or circumstances where the Loss relating thereto is less than $25,000.00; provided that the limitations set forth in Sections 11.1 the preceding clauses (Indemnification by Selectai) and 11.2 (Indemnification by Sparkii) shall be contingent upon not apply to any Loss resulting from, arising out of, or incurred in connection with the Party seeking breach of a Specified Representation other than Section 4.15 (Environmental). (b) In no event shall the cumulative indemnification obligations of the Seller, on the one hand, or the Purchaser, on the other hand, under this Article XI in the aggregate exceed twenty percent (20%) of the Purchase Price (the “IndemniteeCap”): ); provided that the limitations set forth in the immediately preceding clause shall not apply to any Loss resulting from, arising out of, or incurred in connection with (aA) notifying the indemnifying Party breach of a claimSpecified Representation (other than Section 4.13 (Employee Benefits) or Section 4.15 (Environmental)), demand (B) the breach of a covenant or suit within [***] agreement that contemplates performance after the Closing or (C) any Excluded Liability. (c) The amount of receipt Losses payable under this Article XI by the Indemnitor shall be reduced by any amounts actually recovered by the Indemnitee under insurance policies or from any other Person. (d) No party hereto shall be obligated to indemnify any other Person with respect to (i) any covenant or condition waived in writing by the other party on or prior to the Closing or (ii) any consequential or punitive damages, unless such damages are recovered by a third party in a Third Party Claim, or (iii) any Loss with respect to any matter specifically resolved as part of same; providedthe Final Net Working Capital adjustment process pursuant to Section 2.5. Each party hereto agrees that, howeverfor so long as such party has any right of indemnification under Article XI, it shall not, and shall use its commercially reasonable efforts to ensure that Indemnitee’s failure their Affiliates do not, voluntarily or delay in providing such notice shall not relieve by discretionary action, accelerate the indemnifying Party timing, or increase the cost of its indemnification any obligation of any other party under this Article XI, except to the extent the indemnifying Party that such action is prejudiced thereby; taken (bx) allowing the indemnifying Party for a reasonable legitimate purpose and not primarily with a purpose of discovering a condition that would constitute a breach of any representation or its insurers the right to assume direction and control warranty, covenant or agreement of the defense other party hereto or (y) in response to a discovery by such party, without violation of the immediately preceding clause (x), of meaningful evidence of a condition that constitutes a breach of any claimrepresentation, demand warranty, covenant or suit; agreement of any other party hereunder. (ce) using its best efforts In addition to cooperate with the indemnifying Party or its insurersother limitations set forth in this Article XI, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only claim for indemnification regarding any breach of any representation and warranty set forth in Section 4.15 relating to the payment investigation or remediation of monetary awards for which actual or alleged contamination of the indemnifying Party will Owned Real Property: (i) the Seller’s indemnification obligation shall be fully-responsible. The Indemnitee shall have limited to the rightcost of the least restrictive standard or remedy acceptable under applicable Environmental Law (including engineering or institutional controls) based on the industrial use of the relevant facility or property taking into account the protection of the environment and human health and safety, provided, that the use of such standards or engineering or institutional controls does not interfere in more than a de minimis manner with operations at the Indemnitee’s expenseaffected facility; and (ii) if any contamination at any Owned Real Property that is subject to indemnity by the Seller is exacerbated due to the gross negligence or willful misconduct of the Purchaser or the Company after the Closing Date, to employ one separate counsel and to participate [***] Certain information the extent such exacerbation increases the cost of the investigation or remediation of such contamination, the Seller shall not be responsible for any such increase in this document has been omitted and filed separately with the Securities and Exchange Commissioncosts. Confidential treatment has been requested with respect Notwithstanding anything to the omitted portions in contrary herein, from and after the defense Closing, the Purchaser and the Company shall retain the right to control all matters subject to indemnification hereunder relating to compliance with applicable Environmental Law at the Owned Real Property, including matters relating to the investigation or remediation of contamination at or migrating from such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateproperties.

Limitations on Indemnification. by the Transferor and the -------------------------------------------------------- Shareholders. ------------ (1) The Transferor and the Shareholders shall have indemnification obligations pursuant to indemnify, defend, and hold harmless section 12.1 (a) respecting Damages that result from actual or claimed breaches of representations or warranties set forth in Sections 11.1 this agreement (Indemnification by Selectaother than the representations and warranties contained in sections 5.3, 5.12(a), 5.12(b), 5.14, 5.16 and 5.32), only if and only to the extent that the aggregate of all Damages resulting from such actual or claimed breaches shall exceed $200,000. For purposes of determining whether any Transferee Indemnitee is able to seek indemnification from the Transferor or the Shareholder under section 12.1(a) and 11.2 for any breach or alleged breach of any representation or warranty in this agreement, the use of the terms "knowledge," "best of (Indemnification by Sparka party's) knowledge," "material," or "in all material respects," shall be contingent upon disregarded and any and all claims for such indemnification shall be determined as if no such terms were present in such representation or warranty. The parties hereto expressly acknowledge that the Party seeking indemnification sole purpose for using the terms "knowledge," "best of (a party's) knowledge," "material" and "in all material respects" is to determine whether the “Indemnitee”): conditions set forth in section 8.1 have been satisfied. (2) The limitations set forth in paragraph (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice this section 12.4 shall not relieve limit or reduce the indemnifying Party Transferor's and the Shareholders' obligations to indemnify the Transferee in respect of its indemnification obligation except Damages that result from actual or claimed breaches of the representations and warranties contained in sections 5.3, 5.12(a), 5.12(b), 5.14, 5.16 and 5.32. (3) In the event that any Damages of the Transferee are covered by insurance proceeds or other reimbursement obligations, whether maintained by the Transferee or the Transferor, the Transferee shall not be deemed to have any Damages if and to the extent that the indemnifying Party is prejudiced thereby; Transferee actually realizes the proceeds of such insurance, which payments shall in no event be included in the basket set forth in section 12.4(a). (b4) allowing Anything to the indemnifying Party or its insurers contrary notwithstanding, the right to assume direction and control indemnification obligations of the defense Transferor and the Shareholders for Damages hereunder shall not exceed $9,000,000. The Transferor and the Shareholders may at their option pay up to one-half of any claimindemnification obligation under this section 12.4 in shares of Series A Preferred Stock, demand or suit; (c) using its best efforts to cooperate with and the indemnifying Party or its insurers, at Shareholders shall pay the indemnifying Party’s expense, remaining amount of each indemnification obligation under this section 12.4 in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatecash.

Limitations on Indemnification. The Notwithstanding anything to the contrary contained in this Agreement, the obligations of an Indemnifying Party to indemnifyindemnify an Indemnified Party and an Indemnified Party’s right to collect Damages under any theory of law or equity, defend, and hold harmless shall be subject to the limitations set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): below: (a) notifying No claim for indemnification by an Indemnified Party may be asserted against an Indemnifying Party, and an Indemnifying Party shall not have any obligation for Damages to an Indemnified Party after the indemnifying expiration of the forty (40) month following the Closing Date, unless the Indemnified Party has notified the Indemnifying Party of a claim, demand or suit within [***] such Claim prior to the forty (40) month anniversary of receipt the Closing Date and the notice specifies in detail the nature of samethe Claim; provided, however, that Indemnitee’s failure or delay in providing such notice there shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required no limit with respect to any settlement involving only Claim related to the payment breach or inaccuracy any of monetary awards the Specified Representations. (b) The Purchaser Indemnified Parties shall no right to recover any amounts under Section 10.2(a) or 10.3(a) until the total amount of Damages incurred by the Purchaser Indemnified Parties under such Sections 10.2(a) and/or 10.3(a) exceed $25,000, in which case the Purchaser Indemnified Parties shall be entitled to recover all Damages in excess of such amount. (c) Except in the case of fraud or intentional misrepresentation and for which Claims arising out of breaches of the indemnifying Party will Specified Representations, neither Sellers nor Beneficial Owners shall be fully-responsible. The Indemnitee shall have required to indemnify or pay Damages pursuant to this Agreement in the rightaggregate, in excess of the amount of the then aggregate outstanding principal, at the Indemnitee’s expensetime the latest notice or Claim by Purchaser for Damages or indemnification, owing by Purchaser to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with Sellers under the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatePromissory Notes.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding anything to the indemnifying contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Agreement to indemnify an Indemnified Party with respect to any Claim pursuant to Section 7.3, or any obligation for any liability under this Agreement, shall be of a claimno force and forever barred unless such Indemnified Party has given such Indemnitor notice of such claim prior to the second anniversary of the Closing; provided, demand that claims for breach of Sections 4.1, 4.2, 4.10, 4.17, 4.18 and 4.20, shall survive until the expiration of the applicable statute of limitations. (b) No Claim by an Indemnified Party for indemnification pursuant to this Article VII or suit within [***] for damages for breach of receipt this Agreement, may be made unless and until the Indemnified Party has incurred, sustained or suffered Damages in respect of samewhich the Indemnitor would be liable under this Article VII in excess of $200,000 in the aggregate (the "Basket"), at which time all amounts of such Damages in excess of the Basket amount may be claimed and recovered as provided in this Agreement; provided, however, that Indemnitee’s failure or delay in providing such notice the Basket shall not relieve the indemnifying Party of its indemnification obligation except apply to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; Claims by Purchaser for Chargeback Allowances. (c) using its best efforts The maximum aggregate amount of Damages for which an Indemnitor may be liable pursuant to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, this Article VII shall be an amount equal to $7,900,000 plus Purchaser's set-off rights against any Earn-Out Payments held in the defense of such claim, demand or suit; and Escrow Agreement for Earn-Out. (d) not settling or compromising any claimIf Purchaser is entitled to indemnity for a Claim, it may (i) demand or suit without prior written authorization of payment directly from the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightSeller or, at the Indemnitee’s expenseits election, to employ one separate counsel (ii) may, in its discretion and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense without obligation, offset all or any portion of such claimClaims against any obligation of Purchaser (x) to pay Seller any Earn-Out Payments or (y) to pay Seller or Solomon any Incentive Bonus payments. (e) Except as otherwise provided herein, demand or suit; the remedies provided that herein shall be cumulative and shall not preclude the indemnifying Party shall bear the reasonable fees, costs and expenses assertion by any party hereto of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel any other rights or the counsel selected by the indemnifying Party inappropriateseeking of any other remedies against any other party hereto.

Limitations on Indemnification. (a) No Indemnifying Party will be liable for indemnification as a result of any inaccuracy in or breach of any representation or warranty of such Indemnifying Party contained in any Primary Transaction Agreement unless and until the aggregate Losses for which such Party, together with its Affiliates who or which are, or could be based on the applicable provisions of the Primary Transaction Agreements, Indemnifying Parties, would otherwise be liable under the Primary Transaction Agreements exceed $250,000 in the aggregate (at which point such Indemnifying Party shall be liable only for Losses in excess of that sum). The obligations aggregate total amount in respect of which an Indemnifying Party (or group of affiliated Indemnifying Parties) will be liable to indemnify, defend, indemnify and hold harmless set forth Indemnified Parties as a result of any inaccuracy in Sections 11.1 (Indemnification or breach of any representation or warranty of such Indemnifying Party contained in any Primary Transaction Agreement or in any certificate, instrument or other document delivered by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon or on behalf of such Indemnifying Party pursuant to the Party seeking indemnification (Primary Transaction Agreements will not exceed 20% of the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of sameClosing NAV; provided, however, that Indemnitee’s failure the foregoing limitations do not apply to claims under (i) Sections 5.1 (Organization), 5.2 (Authorization), 5.6 (Brokers), 6.1 (Organization), 6.2 (Title to Alternative Assets) and 6.7 (Brokers) of this Agreement and (ii) Section 2.9 (Authorization) of Exhibit A to the Exchange Agreement. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or delay special damages, other than punitive or special damages required to be paid by an Indemnified Party to a third party. (c) Nothing in providing this Section 12 or in any Primary Transaction Agreement will limit the liability of any Person to another Person for fraud, willful misconduct or intentional misstatements. (d) Other than with respect to tax matters, each Indemnified Party shall exercise, and cause its Affiliates to exercise, commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to a right of indemnification hereunder, including exercising commercially reasonable efforts to limit remediation costs. (e) In calculating the amounts otherwise payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of payments and tax benefits actually recovered by the Indemnified Party under any insurance policy or other contract with respect to such notice shall not relieve the indemnifying Party Losses (net of its indemnification obligation except reasonable collection costs and increases in premiums and retro-premiums to the extent caused by the indemnifying Losses paid). (f) Each Party is prejudiced thereby; (b) allowing the indemnifying Party or acknowledges and agrees that its insurers the right to assume direction sole and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required exclusive remedy with respect to any settlement involving only and all claims (other than claims arising from fraud, willful misconduct or intentional misrepresentation) arising out of or related to any breach of any representation, warranty, covenant, agreement or obligation set forth in any Primary Transaction Agreement shall be pursuant to the payment of monetary awards for which indemnification provisions set forth in the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightPrimary Transaction Agreements, at the Indemnitee’s expensesubject in each case, to employ one separate counsel and to participate [***] Certain information the limitations on liability in this document has been omitted and filed separately with Section 12. In furtherance of the Securities and Exchange Commission. Confidential treatment has been requested with respect foregoing, each Party hereby waives, to the omitted portions fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth in any Primary Transaction Agreement or otherwise relating to the subject matter of the Primary Transaction Agreements it may have against any other party, except pursuant to the indemnification provisions set forth in the defense Primary Transaction Agreements. Nothing in this Section 12.4(f) shall limit any Party’s right to seek and obtain any equitable relief to which such Party may be entitled pursuant to any provision of such claimthe Primary Transaction Agreements or to seek any remedy on account of any fraud, demand willful misconduct or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateintentional misstatements.

Limitations on Indemnification. The obligations Rights of indemnification hereunder are subject to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): following limitations: (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice AAM shall not relieve be entitled to indemnification hereunder with respect to any Indemnifiable Claim if AAM's Damages relating to such Indemnifiable Claim are less than $300,000 (the indemnifying Party of its "Excluded Amount"); (b) Notwithstanding anything to the contrary in subparagraph (a) above, AAM shall be entitled to indemnification obligation except hereunder, if and to the extent that (i) the indemnifying Party amount of any Damages asserted against, resulting to, imposed upon, or incurred or suffered by AAM with respect to any Indemnifiable Claim is prejudiced thereby; (b) allowing the indemnifying Party equal to or its insurers the right to assume direction and control in excess of the defense of any claimExcluded Amount (a "Permissible Claim"), demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (dii) not settling or compromising any claimthat aggregate of all Damages with respect to a Permissible Claim (or, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith if more than one Permissible Claim is asserted, with respect to all matters relating to such claimPermissible Claims) equals or exceeds $3,000,000, demand or suit and will not settle or otherwise resolve such claim, demand or suit without in which event the Indemnitee’s prior written consent, which will not indemnity provided for in Section I hereof shall be unreasonably withheld, conditioned or delayed; provided that such consent will not be required effective with respect to any settlement involving only all of such Damages relating to Permissible Claims. (c) Notwithstanding anything to the payment of monetary awards for which contrary in subparagraphs (a) or (b) above, the indemnifying Party will be fully-responsible. The Indemnitee limitations set forth in subparagraphs (a) and (b) above shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested not apply with respect to Indemnifiable Claims under Sections 4.1.4, 10.7, 10.8, or 10.9 or Section V of the omitted portions Asset Purchase Agreement. (d) If, prior to the termination of any obligation to indemnify as explicitly provided in the defense Asset Purchase Agreement, written notice of a claimed breach is given by the party seeking indemnification including in detail the basis therefor (the "Indemnified Party") to the party from whom indemnification is sought (the "Indemnifying Party") or a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall not be precluded from pursuing such claimed breach or suit or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim, demand suit or suit; action, by reason of the termination otherwise provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatefor above.

Limitations on Indemnification. The obligations to indemnify(a) Notwithstanding the provisions of Section 8 of this Agreement, defend, neither party (with Transcend and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) the Surviving Corporation being considered one party and 11.2 (Indemnification by Sparkthe Shareholders being considered the other party) shall be contingent upon entitled to claim, receive or collect, and the Party seeking indemnification other party shall not be obligated to pay or defend against, any Loss of Transcend (in the case of Transcend and the Surviving Corporation) or any Loss of Shareholders (in the case of the Shareholders), except to the extent that the Loss of Transcend or Loss of Shareholders, as the case may be, exclusive in either case of the costs and expenses of collection, including attorneys' fees and expenses, exceeds $10,000 (the “Indemnitee”): (a) notifying "BASKET"), at which time the indemnifying Party of a aggrieved party shall be entitled to claim, demand ------ receive or suit within [***] collect, and the other party shall be obligated to pay or defend against, all Losses of receipt Transcend or Losses of sameShareholders, as the case may be, back to the first dollar of the Basket. Thereafter, the Basket shall no longer, as to claims made by such aggrieved party, apply, and Losses of Transcend or Losses of Shareholders, as the case may be, may be asserted as they are incurred without reference to the Basket; provided, however, that Indemnitee’s failure or delay the limitation contained in providing such notice this paragraph (a) shall not relieve apply to any Loss of Transcend arising by reason of the indemnifying Party circumstances set forth in Section 8.2 (e) above, it being the understanding and agreement of its indemnification the parties that the Shareholders' obligation except under said Section 8.2 (e) hereof shall be to pay the Surviving Corporation, subject only to the extent the indemnifying Party is prejudiced thereby; limitation with respect to Minority Shareholders set forth in paragraph (b) allowing of this Section 8.6, the indemnifying Party or its insurers amount, if any, by which the right Excess Bank Closing Payment exceeds the Northwest Region Net Operating Contribution. (b) The liability of each Minority Shareholder under this Section 8 shall be limited to assume direction and control an amount equal to the aggregate sum of the defense Cash Consideration, the face amount of any claim, demand or suit; the Notes Consideration and shares of Transcend Common Stock (c) using its best efforts to cooperate with the indemnifying Party or its insurers, valued at the indemnifying Party’s expensesame price per share as was applicable on the Closing Date, regardless of fluctuation in market price subsequent to the defense of such claimClosing Date) paid or payable, demand whether or suit; and (d) not settling or compromising any claimdue, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claimMinority Shareholder by Transcend or the Surviving Corporation pursuant to this Agreement and the Non-competition Agreement with such Minority Shareholder, demand or suit and will not settle or otherwise resolve such claim, demand or suit without plus the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one collection from or enforcement against such separate counsel Minority Shareholder, including attorneys' fees and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateexpenses.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding the indemnifying Party provisions of a claimSections 9.01 and 9.02, demand or suit within [***] (i) Seller shall not have any liability under Section 9.01(a) unless the aggregate liability for Losses suffered by the Purchaser Indemnified Parties thereunder exceeds $100,000, and then only to the extent of receipt of samesuch excess; (ii) Seller’s aggregate liability under Section 9.01(a) shall not exceed $10,000,000, provided, however, that Indemnitee’s failure or delay in providing such notice this Section 9.04(a)(ii) shall not relieve apply to limit Seller’s liability for any fraudulent misrepresentation or breach of any warranty under Section 9.01(a); (iii) no party shall have any liability under Section 9.01(a) or 9.02(a) for any individual Loss of less than $10,000 and individual Losses below that amount (other than related Losses arising out of the indemnifying Party same matter or cause) shall not be aggregated for purposes of its indemnification obligation except the preceding clauses (i) and (ii); (iv) Seller shall not have any liability for any otherwise indemnifiable Loss to the extent the indemnifying Party is prejudiced therebymatter giving rise to such Loss had been reserved or provided for in the Financial Statements or the Purchaser Indemnified Parties have been otherwise compensated through the adjustment to the Cash Purchase Price under Section 2.03; (bv) allowing the indemnifying Party or its insurers the right to assume direction no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and control until such contingent Loss becomes an actual Loss of the defense Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article IX; (vi) no party shall be liable for any Losses to the extent the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, failed to mitigate such Losses in accordance with Laws; (vii) no party shall be liable for any Loss to the extent arising from (A) a change in accounting or taxation law, policy or practice made after the Closing other than a change required to comply with any law, policy or practice in effect on the date hereof or (B) any Law not in force on the date hereof or any change in Law which takes effect retroactively or occurs as a result of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, increase in the defense rates of such claim, demand or suittaxation in force on the date hereof; and (dviii) not settling no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or compromising any claim, demand or suit without prior written authorization agreement of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably such party unless a Claim therefore is asserted with specificity and in good faith writing by the Indemnified Party timely in accordance with Section 9.08, failing which such Claim shall be waived and extinguished. For the avoidance of doubt, nothing in this Section 9.04(a) (other than subsection (vi) hereof with respect to all matters relating indemnification arising from any breach of a covenant) shall constitute a limitation on any indemnification obligation of either party arising from any breach of any covenant or any failure to such claimpay when due any Assumed Liability or Retained Liability, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateas applicable.

Limitations on Indemnification. The obligations rights of Purchaser Indemnified Persons and Seller Indemnified Persons to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon indemnification pursuant to the Party seeking indemnification (provisions of this Article VIII are subject to the “Indemnitee”): following limitations: (a) notifying No Purchaser Indemnified Person will be entitled to indemnification under Section 8.02(a) for any individual claim if the indemnifying indemnifiable Losses relating to such claim do not exceed [***], other than in respect of any Losses arising or resulting from or based upon any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 4.04 (Taxes), or fraud or willful breach committed by Seller or of which Seller had actual knowledge. (b) No Seller Indemnified Person will be entitled to indemnification under Section 8.03(a) for any individual claim if the indemnifiable Losses relating to such claim do not exceed [***], other than in respect of any Losses arising or resulting from or based upon any inaccuracy in or breach of any of the representations and warranties in Sections 5.01-5.04, or fraud or willful breach either committed by Purchaser or of which Purchaser had actual knowledge. (c) No Indemnified Party will be entitled to indemnification under Section 8.02(a) (in the case of a claimthe Purchaser Indemnified Persons) or Section 8.03(a) (in the case of Seller Indemnified Persons), demand other than in respect of any Losses arising or suit within resulting from or based upon any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 4.04 (Taxes) (in the case of the Purchaser Indemnified Persons) or any of Sections 5.01, 5.02, 5.03 or 5.04 (in the case of the Seller Indemnified Persons), or fraud either committed by Seller or Purchaser, as applicable, or of which Seller or Purchaser, as applicable, had actual knowledge, unless and until the aggregate amount of all Losses described in Section 8.02(a) or Section 8.03(a) (as applicable, and subject to such exclusions) exceeds [***] (the “Deductible”). (d) The Purchaser Indemnified Persons’ sole and exclusive sources of receipt recovery for indemnification claims under Section 8.02(a), other than Losses arising or resulting from or based upon any inaccuracy in or breach of sameany Fundamental Representations or the representations and warranties in Section 4.04 (Taxes), or fraud or willful breach either committed by Seller or of which Seller had actual knowledge (such Losses, subject to such exclusions, “General R&W Losses”), shall be recourse against (i) the cash held in the Escrow Fund and (ii) the R&W Policy; it being understood and agreed that the Purchaser Indemnified Persons may recover General R&W Losses only after the Purchaser Indemnified Persons have suffered, incurred or paid for any such indemnifiable Losses subject to indemnification under this Article VIII in an aggregate amount equal to 50% of the retention/deductible under the R&W Policy, and that the Escrow Fund represents the remaining 50% of the retention/deductible under the R&W Policy for which Seller is responsible. The Purchaser Indemnified Persons shall not seek recourse against Seller for any General R&W Losses, except to the extent of the funds available as the Escrow Fund. (e) With respect to indemnification claims pursuant to Section 8.02(a) other than claims relating to General R&W Losses, the Purchaser Indemnified Persons shall be entitled to bring such claims directly against Seller and shall be permitted to recover Losses directly from Seller if and only to the extent that (i) the Escrow Fund is no longer available and (ii) such claims have not been satisfied through the R&W Policy; it being understood and agreed that the Purchaser Indemnified Persons shall look first to the Escrow Fund and, unless the subject matter of a claim is expressly excluded from coverage pursuant to and as set forth in the R&W Policy, then to the R&W Policy before bringing any claim directly against Seller; it being further understood and agreed that the Purchaser Indemnified Persons may recover such Losses only after the Purchaser Indemnified Persons have suffered, incurred or paid for any such indemnifiable Losses subject to indemnification under this Article VIII in an aggregate amount equal to 50% of the retention/deductible under the R&W Policy, and that the Escrow Fund represents the remaining 50% of the retention/deductible under the R&W Policy for which Seller is responsible. (f) In no event shall the aggregate Liability of Seller for any and all Losses suffered, incurred or paid by the Purchaser Indemnified Persons exceed the Purchase Price, unless an indemnity claim is being made in respect of fraud and Seller either committed or had actual knowledge of such fraud (in which event there shall be no limitation on the Liability of Seller hereunder except if and to the extent imposed under applicable Law). (g) The amount of any Losses for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered by the Indemnified Party from any third party (including insurance proceeds) as a result of the facts or circumstances giving rise to the Losses. (h) [***] (i) In connection with an Indemnified Party’s rights under this Article VIII, [***] as to any matter under, relating to or arising out of this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby; provided, however, that Indemnitee’s failure or delay the foregoing in providing such notice this Section 8.04(i) shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate apply in connection with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense ]. (j) Any Liability for Losses shall be determined without duplication of such claim, demand or suit; provided recovery by reason that the indemnifying Party set of facts giving rise to such Liability constitutes a breach of more than one representation, warranty, covenant or undertaking, or one or more rights to indemnification. (k) The indemnities provided under this Article VIII are intended only for Seller Indemnified Persons and Purchaser Indemnified Persons, as applicable, and are in no way intended to, nor shall bear they, constitute an agreement for the reasonable feesbenefit of, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determinedor be enforceable by, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateany other Person.

Limitations on Indemnification. (a) No Claim for Losses shall be made under this Article X unless the amount of the Claim or series of related Claims exceeds $5,000 (the “Mini Basket”), in which event such Losses shall be included when calculating the aggregate amount of all Losses in respect of indemnification under this Article X. TPIC shall not be liable to the TPIC Indemnified Parties for indemnification under this Article X until the aggregate amount of all Losses in respect of indemnification under this Article X exceeds $50,000 (such amount, the “Basket”), in which event TPIC shall only be required to pay or be liable for such Losses in excess of the Basket. The obligations aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to indemnifythis Article X shall not exceed $1,000,000. Notwithstanding the foregoing, defend, and hold harmless the limitations set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Sparkthis Section 10.03(a) shall not apply to Fraud, Fundamental Representations, or Pre-Closing Taxes. For purposes of this Article X, the amount of Losses resulting from or arising out of any inaccuracy in or breach of any representation or warranty shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claimdetermined without regard to any materiality, demand material adverse effect or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure other similar qualification contained in or delay in providing otherwise applicable to such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; representation or warranty. (b) allowing the indemnifying Party If a Claim could be brought pursuant to Section 10.02(a) or its insurers the right Section 10.02(b), such Claim shall be brought pursuant to assume direction and control Section 10.02(a). If a Claim could be brought pursuant to Section 10.01(a) or Section 10.02(a) with respect to a breach of the defense a Fundamental Representation or a breach of any claima representation that is not a Fundamental Representation, demand or suit; such Claim shall be brought with respect to such representation that is not a Fundamental Representation. (c) using its best efforts to cooperate with No Indemnifying Party shall be liable under this Article X for (i) any Losses based upon or arising out of any inaccuracy in or breach of any of the indemnifying representations or warranties if the Indemnified Party or its insurers, at the indemnifying Party’s expense, in the defense had actual knowledge of such claimspecific inaccuracy or specific breach prior to the Closing (other than as contemplated by Section 6.07), demand (ii) any liability accrued on, reserved for or suit; and reflected on the Financial Statements, or (iii) any representation, warranty, covenant, agreement or condition waived by the applicable Indemnified Party at or prior to the Closing. (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Payments by an Indemnifying Party (not hereafter defined) pursuant to Section 10.01 or Section 10.02 in respect of any Loss shall be unreasonably withheldlimited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received by the Indemnified Party (hereafter defined) in respect of any such Claim (net of any costs of recovery and adjustments in insurance premiums as a result of such Claim). The indemnifying Indemnified Party will act reasonably and in good faith shall use its commercially reasonable efforts to mitigate any Losses with respect to all matters relating which it may be entitled to seek indemnification pursuant to this Agreement, including using commercially reasonable efforts to pursue and attempt to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (e) If there is a determination that any amount is owed to an Indemnified Party pursuant to this Article X, the Indemnifying Party shall satisfy such claim, demand or suit and will not settle or otherwise resolve obligation by paying such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment amount by wire transfer of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect immediately available funds to the omitted portions in Indemnified Party within 10 Business Days of the defense date of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.determination. ACTIVE/126345968.16

Limitations on Indemnification. The obligations (a) Notwithstanding anything to indemnifythe contrary in this Agreement, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) no Purchaser Indemnified Party shall be contingent upon entitled to indemnification pursuant to Section 14.2(a)(i) until the Party seeking indemnification aggregate amount of all Damages incurred by the Purchaser Indemnified Parties exceeds $775,000 (the “IndemniteeDeductible”): ), in which event the Purchaser Indemnified Party may assert its right to indemnification hereunder only for such Damages in excess of the Deductible; provided that in no event shall the aggregate indemnification for all claims of the Purchaser Indemnified Parties pursuant to Section 14.2(a) exceed the sum of (ai) notifying the indemnifying Party Cash Escrow Deposit and (ii) the maximum amount of a claim, demand or suit within [***] of receipt of samethe Contingent Consideration earned under this Agreement; provided, howeverfurther, that Indemnitee’s failure or delay in providing such notice the Deductible shall not relieve apply in respect of fraudulent or intentional breaches of representations and warranties or to any Damages resulting from, arising out of, or incurred in connection with any failure of any representation or warranty contained in Section 6.1 (Organization of the indemnifying Party Company), Section 6.2 (Power and Authority; Effect of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; Agreement), Section 6.5 (Subsidiaries), Section 6.7 (Capitalization), Section 6.20 (Taxes) and Section 6.26 (No Brokers). (b) allowing Notwithstanding anything to the indemnifying contrary in this Agreement, no Purchaser Indemnified Party or its insurers the right shall be entitled to assume direction and control of the defense of any claim, demand or suit; (cindemnification pursuant to Section 14.2(a)(iv) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving matter that should have been, but was not, included in the calculation of Working Capital until the aggregate amount of all Damages incurred by the Purchaser Indemnified Parties exceeds the remaining balance of the Working Capital Deductible, if any, not applied against any adjustment to the Closing Date Cash Consideration required by the Final Statement pursuant to Section 4.3, and then only for amounts in excess of such remaining balance, if any. (c) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the payment same Damages or indemnification claim, it being understood that this sentence is intended to preclude a duplicate recovery by such indemnified party. (d) Only the Securityholders’ Representative, on behalf of monetary awards the Securityholder Indemnified Parties, may assert a claim for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, indemnification against Purchaser pursuant to employ one separate counsel and to participate [***] Certain information this Article XIV. (e) Notwithstanding anything contained elsewhere in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with Agreement, no Purchaser Indemnified Party shall be entitled to indemnification in respect of any Damages to the omitted portions extent such Damaged consists of Liabilities included in (i) the defense of such claimClosing Date Indebtedness which reduced the Closing Date Cash Consideration pursuant to Section 3.3(c), demand or suit; provided that (ii) the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateWorking Capital as finally determined pursuant to Article IV.

Limitations on Indemnification. The obligations (i) Notwithstanding anything to indemnifythe contrary herein, defendfrom and after the Closing, the liability of any Buyer Indemnifying Party that commits fraud in connection with the Acquisition will not be limited in any manner with respect to such fraud committed by such Buyer Indemnifying Party. (ii) Except in the case of fraud, the Seller Indemnified Parties, as a group, may not recover any Damages pursuant to a Buyer Indemnification Claim under Section 9.3(a)(i) or 9.3(a)(iii) unless and hold harmless set forth until the Seller Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least the Basket Amount in Damages in the aggregate, in which case the Seller Indemnified Parties shall be entitled to recover all Damages paid, incurred, suffered or sustained by the Seller Indemnified Parties as a group (from the first dollar, but subject to the other limitations in this Section 9.3(b)(ii). (iii) Subject to Sections 11.1 (9.3(b)(i), the liability of each Buyer Indemnifying Party for all Buyer Indemnification by SelectaClaims under Sections 9.3(a)(i) and 11.2 (Indemnification by Spark9.3(a)(iii) shall be contingent upon limited to an amount equal to 10% of the sum of the Acquisition Consideration. (iv) Except in the case of fraud in connection with this Agreement or any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party seeking under or pursuant to this Agreement, the indemnification (obligations provided in Article 9 of this Agreement will be the “Indemnitee”): (a) notifying sole and exclusive remedy of the indemnifying Seller Indemnified Parties in connection with this Agreement and any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party of a claimunder or pursuant to this Agreement, demand or suit within [***] of receipt of same; provided, however, except that Indemnitee’s failure or delay in providing such notice the foregoing shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers limit the right to assume direction and control of the defense of any claimseek specific performance, demand a restraining order or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required injunctive relief with respect to any settlement involving only the payment provision of monetary awards for which the indemnifying this Agreement and any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party will be fully-responsibleunder or pursuant to this Agreement. The Indemnitee Seller Indemnified Parties hereby irrevocably waive, as of Closing, any right to seek any other remedy of any kind or nature, in law or in equity, on any basis, other than indemnification under Article 9 of this Agreement and specific performance, a restraining order or injunctive relief. (v) Damages shall be offset by an amount equal to the amount of any net insurance or other indemnification proceeds (taking into account any deductible and increase in premiums attributable to such Damages) that are actually received by or are due to such Seller Indemnified Party in connection with such Damages. (vi) No Seller Indemnified Party shall be indemnified more than once for the same Damage suffered, regardless of whether such Damage may be attributed to more than one indemnity, breach of several paragraphs of the representations and warranties or the breach of or default in connection with several covenants or obligations herein, and regardless whether or not such breaches of covenants or misrepresentations are made with fraud. (vii) No Buyer Indemnifying Party shall have any liability for Damages (and such Damages shall be disregarded for all purposes hereunder) which are punitive, consequential, indirect or special damages, including loss of profit (excluding, for such purpose, loss of profits resulting from inability to sell shares of Parent Common Stock as a result of a breach of a covenant or representation indemnifiable under this Section 9.3) or loss of opportunity, regardless of the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense form of action through which such claim, demand or suit; provided that the indemnifying Damages are sought. (viii) No Buyer Indemnifying Party shall bear the reasonable feeshave any liability in respect of any Seller Indemnification Claim relating to a Third Party Claim (as defined below) which is not, costs and expenses does not become within twelve (12) months of one such separate counsel and participation if the Indemnitee shall have reasonably determineda Third Party Claim Notice (as defined below), after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateAction.

Limitations on Indemnification. (a) The obligations amounts for which the parties shall be liable under Sections 11.03 and 11.04 shall be net of any insurance actually recovered by the indemnified parties from their own insurance policies, in each case in connection with the facts giving rise to indemnifythe right of indemnification. (b) Any amounts paid by any of DESC or the JV Entities to any of the ▇▇▇▇▇ Entities, defendor any amounts for which any of DESC or the JV Entities may be or is liable, in each case pursuant to Section 11.03, shall not be deemed to set off or otherwise reduce any amounts payable by the ▇▇▇▇▇ Entities pursuant to Section 2.05. (c) Notwithstanding any other provision to the contrary, (i) DESC and the JV Entities will not be required to indemnify and hold harmless set forth in Sections 11.1 (Indemnification any of the ▇▇▇▇▇ Entities pursuant to Section 11.03 until the aggregate amount of the ▇▇▇▇▇ Entities’ Damages for which indemnification by Selecta) DESC and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within JV Entities is otherwise required pursuant to Section 11.03 exceeds [***] **], after which DESC and the JV Entities will be obligated to indemnify and hold harmless the ▇▇▇▇▇ Entities for all such Damages in excess of receipt of same; [*****], provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its cumulative indemnification obligation except to of DESC and the extent JV Entities under Section 11.03 will in no event exceed [*****]; and (ii) the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent ▇▇▇▇▇ Entities will not be required with respect to indemnify and hold harmless any settlement involving only of the payment DESC and the JV Entities pursuant to Section 11.04 until the aggregate amount of monetary awards the DESC’s and JV Entities’ Damages for which indemnification by the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, ▇▇▇▇▇ Entities is otherwise required pursuant to employ one separate counsel and to participate Section 11.04 exceeds [***] Certain information **], after which the ▇▇▇▇▇ Entities will be obligated to indemnify and hold harmless the DESC and JV Entities for all such Damages in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense excess of such claim[*****], demand or suit; provided provided, however, that the indemnifying Party shall bear cumulative indemnification obligation of the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate▇▇▇▇▇ Entities under Section 11.04 will in no event exceed [*****].

Limitations on Indemnification. (a) The obligations aggregate amount of all Losses for which the Indemnifying Holders shall be liable pursuant to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by SelectaSection 9.2(a)(i) and 11.2 (Indemnification by SparkSection 9.2(a)(v) shall be contingent upon the Party seeking indemnification not exceed One Million Dollars ($1,000,000.00) (the “IndemniteeCap”): ). Notwithstanding the foregoing, the Cap will not apply with respect to any Losses (i) arising from any breach of the Fundamental Representations, which shall be capped at the total Merger Consideration, (ii) from willful misconduct or from fraud, or (iii) described in Section 9.2(a)(iv). Notwithstanding the foregoing, this ARTICLE 9 does not prevent or restrict the right of any party to obtain injunctive relief or other equitable relief from a court of competent jurisdiction authorized by Section 10.9. No Indemnifying Holder will have any liability under or in connection with this Agreement, or the transactions contemplated hereby, in excess of its Pro Rata Share of the Merger Consideration except in connection with such Indemnifying Holder’s fraud. (b) Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party pursuant thereto equals or exceeds $45,000, in which case only such Losses in excess of such amount shall be payable; provided, that the foregoing limitations shall not apply to Losses arising out of the inaccuracy or breach of any Fundamental Representation or in the case of fraud. (c) No Indemnified Party shall be entitled to reimbursement under any provision of this Agreement for any Losses to the extent such party has previously been actually reimbursed for the same amount under any other provision of this Agreement or such Indemnified Party has recovered such Losses under any insurance policy, net of any deductibles, retainage or self-insured or co-insurance payments, and net of any increase or reasonably anticipated increase in insurance premiums resulting from such recovery (each such net recovery amount, a “Net Recovery”); provided that if, following the receipt by an Indemnified Party of any indemnification payment from an Indemnifying Party under this ARTICLE 9, such Indemnified Party shall receive any such insurance recovery in respect of the same underlying claim, the Indemnified Party shall reimburse the Indemnifying Party hereunder to the extent of the applicable Net Recovery amount (but not in excess of such amount previously so received by such Indemnified Party from the Indemnifying Party). (d) For purposes of clarification, no Indemnified Party shall be entitled to indemnification or any payment under this Agreement for any amounts expressly taken into account in determining or as an adjustment to the Merger Consideration at Closing or pursuant to Section 2.4 (such as Taxes included in the calculation of Indebtedness, Company Transaction Expenses or Net Working Capital) in a manner and to the extent such amounts reduce the Purchase Price at Closing or pursuant to Section 2.4. (e) Indemnification pursuant to this ARTICLE 9 and the other remedies provided for in this Agreement shall be the exclusive remedies of the Parties with respect to any inaccuracy in or breach of any representations and warranties in this Agreement or breach of or failure to comply with any covenant or obligation under this Agreement, except with respect to (a) notifying any fraud or intentional misrepresentation, (b) any criminal, willful or intentional misconduct and (c) the indemnifying Party remedies of a claimspecific performance or injunctive or other equitable relief (including, demand for the avoidance of doubt, the equitable relief contemplated by Section 6.12). (f) Notwithstanding the foregoing, the Fathom Indemnified Parties shall only be entitled to indemnification or suit within [***] payment under this Agreement for Losses for any breach of receipt of same; Section 6.12 by any Key Holder(s) from the Key Holder(s) who have so breached Section 6.12, provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (bKey Holder(s) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only indemnify the payment of monetary awards Fathom Indemnified Parties for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel all such indemnifiable Losses and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of not just such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateKey Holder(s) Pro Rata Share thereof.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Seller shall not be required to indemnify any Person under Section 9.1(a) unless the indemnifying Party aggregate amount of a claimall Losses for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, demand or suit within [***] and in such event, Seller shall be responsible for only the amount in excess of receipt such amount. In no event shall the total indemnification to be paid by Seller under Section 9.1(a) exceed $100,000,000. Seller shall not be required to indemnify any Person under Section 9.1(b) unless the aggregate of same; providedall Losses for which indemnity would otherwise be payable by Seller under Section 9.1(b) exceeds $250,000, and in such event, Seller shall be responsible for only the amount in excess of such amount. The foregoing limitations, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect apply to any settlement involving claims arising out of Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions first two sentences thereof), 2.17 (No Brokers or Finders), Section 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 6.11 (Employee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any Loss. Any amounts required to be paid by Seller pursuant to Section 5.3 of this Agreement shall not be deemed to be an indemnification payment for purposes of this Section 9.5. (b) Notwithstanding anything to the contrary contained herein, no party shall, prior to or after the date on which the Final Net Working Capital Amount is determined pursuant to Section 1.9, make any claim for indemnification with respect to the breach of any representation or warranty contained in the defense of such claim, demand Article II (including Section 2.3) or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation any covenant or agreement contained in Section 4.3 or Section 4.6 if the Indemnitee shall facts underlying such claim were or could have reasonably determined, after consultation with counsel, that been the basis for an actual or potential conflict of interest makes representation objection by Buyer to the same counsel or the counsel selected by the indemnifying Party inappropriateProposed Final Net Working Capital Amount pursuant to Section 1.9(e)(2).

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying No indemnification shall be payable pursuant to this Article VII ----------- unless and until the indemnifying Party amount of a claimall claims for indemnification pursuant to this Article VII exceeds Ten Thousand Dollars ($10,000) in the aggregate, demand or suit within [***] of receipt of samewhereupon ----------- indemnification pursuant to such Section shall be payable for all losses, including the first Ten Thousand Dollars ($10,000), in accordance with the terms hereof; provided, however, that Indemnitee’s failure or delay in providing such notice the total liability for indemnification pursuant to this Article VII shall not relieve exceed, in the indemnifying Party aggregate, the aggregate amount of its the Consideration paid to the Shareholders pursuant to this Agreement, net of any taxes paid or due and payable by the Shareholders with respect thereto. Notwithstanding anything to the contrary herein or in the Escrow Agreement, none of the provisions of this Agreement or of any other Transactional Agreement shall in any manner limit the liability of BAC or the Shareholders or any Person who is or was a director, officer, employee or agent of BAC prior to the Effective Time, with respect to (i) fraud, (ii) intentional misrepresentation, (iii) criminal matters or (iv) indemnification with respect to Taxes as set forth in Section 7.3 above. (b) No indemnification shall be payable pursuant to this Article VII, or ----------- the indemnification obligation except shall be reduced, in respect of any claim for breach of any of the warranties, representations or covenants in this Agreement, if and to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party specific provision or its insurers the right to assume direction and control specific reserve for or in respect of the defense of any claimLiability or other matter giving rise to the claim has been made in the June 1999 Financial Statements, demand or suit; except that this limitation shall not apply to the indemnity with respect to Taxes set forth in Section 7.3. ----------- (c) using its best efforts In determining the amount of any indemnity, there shall be taken into account any insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to cooperate with be indemnified. (d) In the indemnifying Party event that the Shareholders are obliged to indemnify CAIS or its insurersthe Company for any Liabilities, at obligations, losses, claims, damages, costs, charges or other expenses under this Article VII, the indemnifying Party’s expenseamount of any such ----------- Liabilities, in obligations, losses, claims, damages, costs, charges or other expenses, to the defense extent they reduce BAC's revenues, shall be disregarded (i.e., they shall be "added back") when determining the amount of such claim, demand or suit; BAC's revenues for purposes of Sections 2.1(c) and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. The obligations (a) Notwithstanding Section 11.1above, Seller shall not be liable to indemnify, defend------------ indemnify Purchaser for Purchaser's Damages, and hold harmless notwithstanding Section 11.2 above, Purchaser shall not be liable to indemnify Seller ------------ for Seller' Damages, in either case arising from or relating to a breach of a representation or warranty set forth in Sections this Agreement unless the Indemnified Party notifies the Indemnifying Party in writing of its claim or potential claim for indemnification not later than the end of the survival period for such representations specified in Section 12.0 of this Agreement. To avoid any ambiguity, the foregoing periods and the periods reflected in Section 12.0 are notification periods only within which notice of a claim for indemnification must be given and specifically shall not be deemed or construed to be a limitations period in which the Indemnified Party shall be required to file a lawsuit or initiate an arbitration proceeding relating to such claim against the Indemnifying Party. (b) Notwithstanding Section 11.1 (Indemnification by Selecta) and 11.2 (Indemnification above, Seller shall not be --------------------- liable to indemnify or have any other liability arising under this Agreement or otherwise to Purchaser for Purchaser's Damages, unless the aggregate of the Indemnified Party's Damages exceeds $100,000.00 and then only for the amount by Spark) shall be contingent upon the Party seeking indemnification which such aggregate exceeds $100,000.00 (the “Indemnitee”): (a) notifying "Basket"), provided that the indemnifying Party Basket shall not apply ------ ------------- to any claims made by Purchaser for breach of a claim, demand or suit within [***] of receipt of samethe representations contained in Section 5.5 regarding title; and provided, howeverfurther, that Indemnitee’s failure or delay in providing such notice ----------- -------- ------- the Basket shall not relieve apply to any claims made by Purchaser for breach of any representations or warranties qualified by "Seller's Knowledge" under the indemnifying Party terms and provisions of its this Agreement ("Seller's Knowledge Representations"). In the event that any adjustment of the Purchase Price occurs pursuant to Article 3 hereof, Purchaser shall not have any corresponding right to indemnification obligation except for Damages arising out of any breach of any representations, warranties, covenants or obligations contained herein which covers the same subject matter as, but only to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of, such adjustment of the defense Purchase Price. Furthermore, Seller shall not be liable to indemnify or have any other liability arising under this Agreement or otherwise to Purchaser for Purchaser's Damages, and Purchaser shall not be liable to indemnify or have any other liability arising under this Agreement or otherwise to Seller for Seller's Damages, in excess of any claim, demand or suit; a total aggregate amount equal to twenty percent (20%) of the Purchase Price (the "Cap"). --- (c) using its best efforts The limitations and provisions contained in Sections 11.3(a) and -------------------- 11.3(b) shall not apply to cooperate with any claim by Purchaser for indemnification ------- based on any breach of the indemnifying Party representations contained in Sections 5.5 ------------ regarding title or its insurers5.9 regarding taxes and shall have no application to or effect on the Purchase Price adjustments required to be made pursuant to Sections 2.1.1, at 3.3(b), 3.3(c), and\or 3.4(b) hereof. Furthermore, the indemnifying Party’s expense, limitations contained in the defense Section 11.3(b) shall not --------------- apply to breaches of such claim, demand any covenants or suit; and agreements contained in this Agreement. (d) not settling or compromising any claimNotwithstanding the foregoing except as set forth in Section 2.2, demand or suit without prior written authorization of neither Seller nor the indemnifying Party (not Purchaser will be entitled to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith indemnification with respect to all matters relating to such claim, demand consequential damages or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightpunitive damages, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions except in the defense case of fraud or willful misconduct by the other party. Any indemnification amounts payable by an Indemnifying Party under Section 11.1 or 11.2 shall be calculated after giving -------------------- effect to (i) any proceeds (net of retro-premium adjustments and other expenses) actually received by an Indemnified Party from insurance policies covering the damage that is the subject of such claimclaim for indemnity, demand or suit; provided that and (ii) the indemnifying Party shall bear the reasonable fees, costs and expenses of one actual realized tax benefit resulting from such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatedamage.

Limitations on Indemnification. The obligations (a) Parent and Seller shall not be required to indemnify, defendindemnify the Buyer Indemnified Parties pursuant to Section 10.2(a), and hold harmless Buyer shall not be required to indemnify the Seller Indemnified Parties pursuant to Section 10.3(a), unless and until the aggregate amount of Damages incurred or suffered by the Buyer Indemnified Parties (in the case of a claim by a Buyer Indemnified Party) or the Seller Indemnified Parties (in the case of a claim by a Seller Indemnified Party) resulting from, in connection with or arising out of all breaches of or inaccuracies in the representations and warranties referred to in Section 10.2(a) or Section 10.3(a), as applicable, (i) exceeds $10,000 with respect to any claim (considering separate claims that arise out of the same set of facts or circumstances as one claim for purposes of this Section 10.4(a)) and (ii) exceeds, on a cumulative basis, $150,000 (the “Deductible”) with respect to all claims, and then only to the extent of Damages in excess of the Deductible. For purposes of this Section 10.4(a), any amount contributed by Buyer pursuant to Section 7.10 shall constitute Damages incurred by Buyer and shall count towards the satisfaction of the Deductible. (b) The maximum aggregate amount of indemnifiable Damages that may be recovered from Parent and Seller pursuant to Section 10.2(a) or from Buyer pursuant to Section 10.3(a), as the case may be, shall not exceed fifty percent (50%) of the Purchase Price. (c) Notwithstanding the foregoing, and for the avoidance of doubt, the limitations on indemnification set forth in Sections 11.1 (Indemnification by Selecta10.4(a) and 11.2 (Indemnification by Spark10.4(b) shall be contingent upon not apply to any indemnification claim for Damages resulting from, in connection with or arising out of (i) any breach of or inaccuracy in any of the Party seeking indemnification Specified Representations, (ii) Taxes, (iii) any fraud or intentional misrepresentation by any party in connection with this Agreement or (iv) the “Indemnitee”): (amatters referred to in Sections 10.2(b), 10.2(c), 10.2(d), 10.3(b) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of sameand 10.3(c); provided, however, that Indemnitee’s failure notwithstanding anything contained herein to the contrary, in no event shall the Buyer Indemnified Parties or delay the Seller Indemnified Parties be entitled to indemnification hereunder for Damages in providing such notice excess of the amount of the Purchase Price. (d) The Buyer Indemnified Parties shall not relieve the indemnifying Party of its be entitled to make any claim for indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; matter in question was taken into account in the calculation of Closing Net Working Capital pursuant to Section 3.2. (be) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense The amount of any claimDamages incurred or suffered by any Indemnified Party and for which indemnification is provided under this Article 10 shall be calculated net of (i) any Tax Benefit actually realized by such Indemnified Party that is attributable to such Damages, demand or suit; (cii) using its best efforts to cooperate with the indemnifying any amount actually recovered by such Indemnified Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith from a third party with respect to all matters relating to such claim, demand Damages or suit and will not settle or otherwise resolve (iii) any insurance proceeds actually received by such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required Indemnified Party with respect to such Damages under any settlement involving only the payment insurance policy, excluding self-insurance arrangements and net of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, any costs and expenses of one incurred by such separate counsel Indemnified Party in collecting any such insurance proceeds (including reasonable attorneys’ fees and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateany premium increases directly related to obtaining such insurance proceeds).

Limitations on Indemnification. The obligations (i) Subject to indemnifySection 10.2(c)(iii), defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization maximum Liability of the indemnifying Party (not an “Indemnitor”) to any Person making a claim for indemnification under this Section 10.2 (an “Indemnitee”) in respect of Losses suffered by an Indemnitee solely as a result of any facts or circumstances which constitute a breach of any representation or warranty listed in Articles V, VII or VIII shall be unreasonably withheldan amount equal to the following: (A) prior to the Minimum Survival Date, 25% of the aggregate of the Initial Net Proceeds to B▇▇▇▇▇▇ Shareholders and any Supplemental Proceeds to B▇▇▇▇▇▇ Shareholders; and (B) subsequent to the Minimum Survival Date, the Escrow Amount. (ii) Subject to Section 10.2(c)(iii). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will Indemnitor shall not be required to indemnify an Indemnitee in respect of any Losses suffered by such Indemnitee solely as a result of any facts or circumstances which constitute a breach of any representation or warranty contained in Articles V, VI or VII until the aggregate of all Losses suffered by the Indemnitee exceeds $500,000 (the “Basket Amount”); and then only for the amount by which the Losses exceed the Basket Amount. In measuring the amount of Losses suffered by the Indemnitee in respect of a matter which is the subject of any representation or warranty for purposes of determining whether the Basket Amount has been exceeded, any qualification of a representation and warranty by reference to materiality or the absence of any Material Adverse Effect or Material Adverse Change shall be disregarded. (iii) The limitations of Sections 10.2(c)(i) and 10.2(c)(ii) shall not apply to Losses described in or based upon clauses (ii) and (iii) of Section 10.1, clause (i), (iv) and (v) of Section 10.1 to the extent that such claims are based on claims of any Governmental Authority or violations of Laws (except claims based on violations of Laws required to be disclosed under Section 5.12, other than (and for the avoidance of doubt the following are not subject to the limitations of Sections 10.2(c)(i) and 10.2(c)(ii)) in respect of claims under subclause (H) of clause (iii) of Section 10.2(a) and claims based on any fraud or intentional misrepresentation by B▇▇▇▇▇▇ Shareholders) or would have affected the calculation of the Closing Net Worth, clauses (ii) and (iii) of Section 10.2(a), or clause (ii) of Section 10.2(b), or arising out of or based upon Sections 5.2, 5.5, 5.11, 5.23, 6.1, 6.4, 6.5, 7.2, 7.5, 10.3 or 12.4, or Section 5.24 to the extent that Section 5.24 relates to the foregoing Sections, or to claims based on any fraud or intentional misrepresentation by B▇▇▇▇▇▇ Shareholders. (iv) In the event that any condition to the obligations of any Party contained in Section 4.2 shall be expressly waived (a “Waived Closing Condition”) by such Party (a “Waiving Party”), such waiver shall be effective only if contained in a writing executed by the Waiving Party and the provision of Section 4.2 that is waived is expressly stated in such writing (a “Waiver of Closing Condition”). Any Waiver of Closing Condition shall constitute a waiver of any claim for indemnification under this Article X (other than claims for indemnification under clauses (ii) and (iii) of Section 10.2(a), or clause (ii) of Section 10.2(b), or arising out of or based upon Sections 10.3 or 12.4) provided that all material facts and circumstances which relate to the Waived Closing Condition, or which are material to a decision by the Waiving Party to execute the Waiver of Closing Condition, have been disclosed to the Waiving Party and described in the Waiver of Closing Condition. For the avoidance of doubt, nothing contained in this Section 10.2(c)(iv) shall be construed to establish any claim for indemnification of any Party based on any condition to the obligations of any Party contained in Section 4.2 not being satisfied independent of any claim for indemnification otherwise arising or permitted under this Article X. (v) Subject to the provisions of Section 2.2(b)(i)(B) and the application of the Reserve Account as provided in Section 2.2(b)(i)(B), any indemnification of Losses of H&E Indemnified Parties (including under Section 10.3) shall be satisfied first with respect the Escrow Amount. For the avoidance of doubt, H&E Indemnified Parties may obtain payment of indemnification claims also directly from B▇▇▇▇▇▇ Shareholders (x) for any amounts intended to be paid from the Reserve Account to the extent of any deficiency in the Reserve Account, and (y) any indemnification of Losses to the extent of any deficiency in the Escrow Account or if B▇▇▇▇▇▇ Shareholders Representative shall unreasonably withhold consent to any settlement involving only disbursement from the Escrow Account or refuse to make a payment of monetary awards for which from the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateReserve Account.

Limitations on Indemnification. The Parties’ respective rights to indemnification under this Article VII are subject to the following limitations: (a) No Lincoln Electric Indemnified Party, on the one hand, or any Shareholder Indemnified Party, on the other hand, shall be entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Section 7.2(a)(i) or Section 7.2(b)(i), as applicable (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims), unless the aggregate amount of Damages with respect to such Indemnifiable Claim or Claims of all Lincoln Electric Indemnified Parties or Shareholder Indemnified Parties, as the case may be, exceeds $500,000 (the “Threshold”), in which event such Lincoln Electric Indemnified Party or Shareholder Indemnified Party, as the case may be, shall be entitled to indemnification hereunder for all Damages with respect to all of its Indemnifiable Claims without regard to the Threshold. Furthermore, the maximum aggregate liability of the Shareholders with respect to all Indemnifiable Claims pursuant to Section 7.2(a)(i) and the maximum aggregate liability of Lincoln Electric with respect to all Indemnifiable Claims pursuant to Section 7.2(b)(i) shall be fifty percent (50%) of the Aggregate Consideration (the “Cap”). Notwithstanding the above, any Damages with respect to an Indemnifiable Claim of any Lincoln Electric Indemnified Party or Shareholder Indemnified Party, as the case may be, arising from (x) any breach or inaccuracy of any Unlimited Representation or (y) any Controlled Group Liability, in each case shall not be subject to or applied toward the Threshold or the Cap, and such Lincoln Electric Indemnified Party shall be entitled to indemnification for the entire amount of said Damages without regard to the Threshold or Cap. (b) The indemnification obligations of the parties with respect to any Indemnifiable Claims pursuant to Section 7.2(a)(i), Section 7.2(b)(i) and Section 7.2(c)(i), as applicable, shall terminate upon the second anniversary of the Closing Date, except that: (i) The following indemnification obligations shall continue indefinitely: (A) those of the Principal Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3.3 (Authority), Section 3.4 (Capitalization), the second sentence of Section 3.11(a) (Title to the Proprietary Rights), the first two sentences of Section 3.12(a) (Title to Property), and Section 3.12(d) (Rights of First Refusal); (B) those of the Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3A.1 (Authority) and Section 3A.2 (Capitalization; Title to Shares); and (C) those of Lincoln Electric with respect to any inaccuracy or breach of any representation or warranty set forth in Section 2.2 (Authority) (collectively, the “Unlimited Representations”); and (ii) The indemnification obligations of the Shareholders with respect to any inaccuracy or breach of any representation or warranty set forth in Section 3.9 (Taxes), Section 3.13 (Environmental Matters) and Section 3.16 (Employee Benefits) shall terminate ninety (90) days after the expiration of the statutes of limitation applicable to the items contained therein. (c) The indemnification obligations of the Shareholders with respect to Section 7.2(a)(iii) shall terminate upon the sixth anniversary of the Closing Date. (d) The foregoing provisions of this Section 7.3 notwithstanding, if, prior to the termination of any obligation to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification written notice of a claimed breach or other occurrence or matter giving rise to a claim of indemnification is given by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party party seeking indemnification (the “IndemniteeIndemnified Party”): ) to the party from whom indemnification is sought (athe “Indemnifying Party”), or a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall not be precluded from pursuing such claimed breach, occurrence, other matter, or suit or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) notifying on the indemnifying Party of a claim, demand suit or suit within [***] of receipt of same; providedaction, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control by reason of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or termination otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateabove.

Limitations on Indemnification. The obligations (a) Notwithstanding anything to indemnify, defend, and hold harmless set forth the contrary contained in Sections 11.1 this Agreement: (Indemnification by Selectai) and 11.2 (Indemnification by Spark) no Purchaser Indemnified Party shall be contingent upon entitled to recovery for any claim for indemnification pursuant to Section 9.3(a) unless and until the Party seeking indemnification aggregate amount of indemnifiable Losses to be recovered pursuant to Section 9.3(a) equals or exceeds $425,000 (the “IndemniteeDeductible”): (a) notifying ), in which case the indemnifying Party Purchaser Indemnified Parties may seek recovery only for the Losses in excess of a claim, demand or suit within [***] of receipt of samethe Deductible; provided, however, that Indemnitee’s failure or delay in providing such notice the Deductible shall not relieve apply to Losses arising out of, relating to or resulting from (A) any inaccuracy in or breach of the indemnifying Fundamental Representations, or (B) the instances of fraud set forth in Section 9.4(a)(iv); (ii) no Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of its indemnification obligation except this Agreement to the extent such Indemnified Party (or other Purchaser Indemnified Parties in the indemnifying event of a Purchaser Indemnified Party, or other the Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such amount with respect to such matter pursuant to such provision or any other provisions of this Agreement; (iii) except with respect to instances of fraud set forth in Section 9.4(a)(iv), the total aggregate amount of liability of the Sellers for Losses of the Purchaser Indemnified Parties under this Agreement, including this Article IX, shall be limited to $850,000 and shall be satisfied solely from the Indemnity Escrow Account and the total aggregate amount of liability of the Sellers for Losses of the Purchaser Indemnified Parties with respect to the matters set forth in Schedule 9.3(h) shall be limited to $150,000 and shall be satisfied solely from the Indemnity Escrow Account; (iv) with respect to instances of fraud by any Seller in connection with this Agreement, any indemnification obligation of the Sellers for Losses under this Agreement shall be satisfied first from the Indemnity Escrow Amount, and then directly from only the Seller(s) who actually committed such fraud in proportion to each Seller’s responsibility for such fraud (it being understood and agreed that the liability of any Seller that did not commit fraud shall be limited solely to the funds remaining in the Indemnity Escrow Account); and (v) no party shall be liable for any punitive damages relating to the breach of this Agreement, other than punitive damages paid by an Indemnified Party is prejudiced thereby; to a third party. (b) allowing the indemnifying Party or its insurers the right to assume direction The parties hereto acknowledge and control of the defense of any claimagree that, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith except with respect to all (i) the instances of fraud set forth in Section 9.4(a)(iv), (ii) injunctive or other equitable relief (but not monetary damages or relief) against any party for such party’s breach of any post-closing covenant contained in this Agreement, (iii) adjustments governed by Section 1.8, or (iv) matters relating under any Non-competition Agreement or Non-solicitation Agreement or the IP Assignment Agreement, solely with respect to the party to such claimagreement, demand or suit (A) the indemnification provisions of this Article IX shall be the sole and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required exclusive remedy of each party hereto and each Indemnified Party with respect to any settlement involving only Losses, claims, liabilities or obligations arising out of, related to, or in connection with this Agreement or any Related Document and the payment transactions contemplated hereby or thereby, including any Exhibit, Schedule (including any Disclosure Schedules), certificate or other document delivered hereunder or thereunder, and recovery against the funds then remaining in the Indemnity Escrow Account (in accordance with the terms of monetary awards this Agreement and the Escrow Agreement) shall be the sole and exclusive means of recovery for any claim for indemnification made by a Purchaser Indemnified Party pursuant to this Agreement, in each case regardless of the legal theory under which such Loss, claim, liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, and the indemnifying Party will be fully-responsible. The Indemnitee parties hereby agree that the Purchaser Indemnified Parties shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested no remedy or recourse with respect to any of the omitted portions foregoing other than pursuant to, and subject to the terms and conditions of, this Article IX and (B) the Purchaser hereby waives on its own behalf and on behalf of its Affiliates (including the Acquired Companies and the Operating Company following the Closing) to the fullest extent permitted under Law, any and all claims, other rights and remedies, it or they may have against the Sellers or any Affiliates of any Seller arising under or based upon this Agreement or any Related Document, any document or certificate delivered in connection herewith, any Law, in equity or otherwise (including with respect to any environmental, health or safety matters), except pursuant to the indemnification provisions set forth in this Article IX. The rights and claims waived by the Purchaser, on behalf of itself and its Affiliates (including the Acquired Companies and the Operating Company following the Closing), include claims for contribution or other rights of recovery arising out of or relating to any claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. Furthermore, the Purchaser acknowledges and agrees that the Purchaser Indemnified Parties may not avoid such limitation on liability or remedies by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties and covenants contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Purchaser’s and the Purchaser Indemnified Parties’ rights and remedies with respect to this Agreement and the transactions contemplated hereby (including this Article IX) were specifically bargained for between sophisticated parties and were specifically taken into account in the defense determination of such claim, demand or suit; provided that the indemnifying Party shall bear amounts to be paid to the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateSellers hereunder.

Limitations on Indemnification. The Notwithstanding anything to the contrary contained in this Agreement, the obligations of an Indemnifying Party to indemnifyindemnify an Indemnified Party and the Indemnified Party’s right to collect Damages under any theory of law or equity, defend, and hold harmless shall be subject to the limitations set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): below: (a) notifying No claim for indemnification by a Purchaser Indemnified Party may be asserted against Seller pursuant to Section 13.2(a), and Seller shall have no obligation for Damages to the indemnifying Purchaser Indemnified Party after the expiration of the survival period related to such representation and warranty, unless the Purchaser Indemnified Party has notified Seller of such Claim prior to such expiration, and the notice specifies in reasonable detail the nature of the Claim. (b) Seller shall not be obligated to indemnify a claimPurchaser Indemnified Party for any Damages with respect to any Claim pursuant to Section 13.2(a) until the aggregate amount of such Damages suffered or incurred by a Purchaser Indemnified Party exceeds Twenty-Five Thousand Dollars ($25,000.00), demand or suit within [***] of receipt of sameand only to the extent that such Damages exceed Twenty-Five Thousand Dollars ($25,000.00); provided, however, that Indemnitee’s failure (i) the foregoing limitation shall be computed without regard to any qualification or delay exception contained in providing such notice representation or warranty relating to materiality or Material Adverse Effect, and (ii) the foregoing limitation shall not relieve the indemnifying Party of its indemnification obligation except apply to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith Claims with respect to all matters relating to such claimthe representations and warranties contained in Sections 4.1, demand 4.2 and 4.4. Purchaser or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will New Operator shall not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required obligated to indemnify a Seller Indemnified Party for any Damages with respect to any settlement involving Claim pursuant to Section 13.3(a) until the aggregate amount of such Damages suffered or incurred by a Seller Indemnified Party exceeds Twenty-Five Thousand Dollars ($25,000.00), and only to the payment of monetary awards for which extent that such Damages exceed Twenty-Five Thousand Dollars ($25,000.00); provided, however, that (i) the indemnifying Party will foregoing limitation shall be fully-responsible. The Indemnitee computed without regard to any qualification or exception contained in such representation or warranty relating to materiality or material adverse effect, and (ii) the foregoing limitations shall have the right, at the Indemnitee’s expense, not apply to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Claims with respect to the omitted portions representations and warranties contained in Sections 5.1, 5.2 and 5.3. (c) Except in cases of intentional or reckless fraud or willful misconduct or Claims with respect to the defense representations and warranties contained in Sections 4.1, 4.2 and 4.4, the aggregate liability of such claimSeller for Damages under this Agreement with respect to any Claim pursuant to Section 13.2(a) shall in no event exceed the Purchase Price. Except in cases of intentional or reckless fraud or willful misconduct or Claims with respect to the representations and warranties contained in Sections 5.1, demand 5.2 and 5.3, the aggregate liability of Purchaser or suitNew Operator for Damages under this Agreement with respect to any Claim pursuant to Section 13.3(a) shall in no event exceed $1,000,000. (d) Seller shall not be required to indemnify or pay Purchaser or New Operator for that part of any Damages that are actually recovered under any policy of insurance, including the Title Policy; provided that the indemnifying Party shall bear the reasonable feesprovided, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counselhowever, that nothing herein shall be construed to obligate any Purchaser Indemnified Party to proceed against any insurance policy prior to asserting an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateindemnification claim against Seller.

Limitations on Indemnification. The obligations (a) Notwithstanding anything to indemnify, defend, and hold harmless the contrary set forth in Sections 11.1 this Agreement: (Indemnification i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties by Selectathe Purchaser Indemnified Parties pursuant to Section 7.3(a) and 11.2 (Indemnification by Sparkor Section 7.3(d) shall be contingent upon fifteen percent (15%) of the Party seeking indemnification Purchase Price, (“Purchaser Cap”). (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Purchaser by the Seller Indemnified Parties pursuant to Section 7.2(a) shall be fifteen percent (15%) of the Purchase Price (“Seller Cap”). (iii) The Seller Parties shall not be liable to the Purchaser Indemnified Parties under Section 7.3(a) or Section 7.3(d) unless and until the Losses incurred by the Purchaser Indemnified Parties exceed, in the aggregate, Two Hundred Ninety-Four Thousand Six Hundred Fifty-Five and 00/100 Dollars ($294,655) (the “IndemniteeDeductible”): ), in which case the Seller Parties shall be liable to the applicable Purchaser Indemnified Party back to the first dollar. Notwithstanding the foregoing, (ai) notifying the indemnifying Party Deductible shall be reduced to an amount equal to One Hundred Twenty Thousand and 00/100 Dollars ($120,000) (the “Mini-Deductible”) for any claim related to or in respect of a claim, demand any labor or suit within [***] of receipt of same; employment matter (provided, however, that Indemnitee’s failure any costs relating to immigration issues shall be excluded from this Mini-Deductible); (ii) any claim related to or delay in providing such notice respect of: (a) any Tax Clearance Certificate Amount, or (b) Bad Debt shall not relieve be restricted from recovery if the indemnifying Deductible threshold has not been met (each a “No Deductible Claim”); and (iii) each No Deductible Claim shall be counted towards the Deductible in respect of the treatment of any other claims. (iv) The Purchaser Indemnified Parties shall not be liable to the Seller Indemnified Parties under Section 7.2(a) unless and until the Losses incurred by all Seller Indemnified Parties exceed, in the aggregate, the Deductible (or the Mini-Deductible, as the case may be), in which case the Purchaser Indemnified Parties shall be liable to the applicable Seller Indemnified Party back to the first dollar. (v) no Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of its indemnification obligation except this Agreement to the extent the indemnifying such Indemnified Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, other Purchaser Indemnified Parties in the defense event of a Purchaser Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith amount with respect to all matters relating such matter pursuant to such claimthat or other provisions of this Agreement. (vi) Notwithstanding anything to the contrary contained herein, demand (i) Section 7.4(a)(i)-(v) shall not apply to Losses in connection with, resulting from or suit arising out of directly or indirectly any inaccuracy in or breach of a Fundamental Reps, fraud or intentional misrepresentation, and will not settle (ii) no indemnification payment made by any Seller Party or otherwise resolve such claimPurchaser, demand or suit without as the Indemnitee’s prior written consentcase may be, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only Fundamental Reps shall be considered in determining whether the payment of monetary awards Seller Cap or Purchaser Cap has been exceeded. (b) In no event shall an Indemnifying Party have liability to a Indemnified Party for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the rightany consequential, at the Indemnitee’s expensespecial, to employ one separate counsel incidental, punitive or exemplary damages, except if and to participate [***] Certain information in this document has been omitted the extent any such damages are recovered against a Seller Indemnified Party pursuant to a Third Party Claim. (c) The parties acknowledge and filed separately with agree that, following the Securities Effective Date, their sole and Exchange Commission. Confidential treatment has been requested exclusive remedy with respect to any and all claims relating to this Agreement and the omitted portions transactions contemplated hereby (other than claims arising from fraud or intentional misrepresentation or willful misconduct) shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives on its own behalf and (in the defense case of such claimthe Purchaser, demand on behalf of the Purchaser Indemnified Parties and in the case of the Seller Parties, on behalf of the Seller Indemnified Parties) to the fullest extent permitted under Law, any and all claims it may have against any of the other parties or suit; provided that their Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Law or otherwise, except pursuant to the indemnifying Party indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.4(c) shall bear the reasonable feeslimit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraudulent, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel intentional misrepresentation or the counsel selected by the indemnifying Party inappropriatewillful misconduct.

Limitations on Indemnification. The obligations Notwithstanding anything to indemnify, defend, and hold harmless set forth the contrary in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): this Agreement: (a) notifying an Indemnifying Party shall not be liable to an Indemnitee for any Indemnifiable Losses and no Party hereto shall be liable to any other Party hereto for any breach of this Agreement unless and only to the indemnifying extent that the aggregate of Indemnifiable Losses for such Indemnifying Party of a claim, demand or suit within [***] of receipt of sameincurred under this Agreement exceeds US$1,000,000; provided, however, that Indemnitee’s failure no losses may be claimed under Section 7.2 by any Indemnitee or delay shall be reimbursable by or shall be included in providing such notice calculating the aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (b) the maximum aggregate amount of Indemnifiable Losses that may be recovered from an Indemnifying Party under this Agreement shall be US$3,555,555; (c) an Indemnifying Party shall not relieve have any liability under any provision of this Agreement 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 indemnifying breach or alleged breach of this Agreement; (d) no Indemnitee shall have any claim or recourse against the Indemnifying Party or its officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Indemnitee had, prior to the execution of its indemnification obligation except this Agreement, actual (but not constructive or imputed) knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable in respect of any claim for Indemnifiable Loss to the extent that such claim is attributable to, or such claim is increased as a result of, any legislation not in force at the indemnifying date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (f) no Indemnitee shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) an Investor Indemnitee shall be deemed to be a recovery by each of the Investor Indemnitees and (ii) by an Investee Indemnitee shall be deemed to be a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is prejudiced therebyreferable to the matter giving rise to the claim or obtains a relief which is so referable, the Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the third party (or the value of the relief obtained, calculated by reference to the amount saved); or (bii) allowing if the indemnifying figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party to the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, such lesser amount as shall have been so paid by the Indemnifying Party. (h) if, at any time, an Investor exercises its insurers rights under Sections 12.1(b) (in connection with a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to assume direction and control of the defense of seek indemnification under Section 7.2, specific performance under Section 7.5, or any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, other remedy at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle law or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only breach, violation or non-performance of any representation, warranty, covenant or agreement contained in any of the payment Investment Documents (other than Sections 12.1 and 12.3 of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateInvestor Rights Agreement).

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding any provisions of this Agreement to the indemnifying Party of a claimcontrary, demand or suit within [***] of receipt of same; providedother than with respect to the Fundamental Representations and the Specified IP Representations, however, that Indemnitee’s failure or delay in providing such notice the Indemnifying Parties shall not relieve have any liability or obligation under Section 8.1(a)(i) unless the indemnifying Party of its indemnification obligation except aggregate liability for Losses suffered by the Indemnified Parties thereunder exceeds $300,000, in which case the Indemnified Parties shall be entitled to recover all Losses (subject to the extent the indemnifying Party is prejudiced thereby; other limitations herein). (b) allowing Notwithstanding any provisions in this Agreement to the indemnifying Party or its insurers the right to assume direction and control contrary, other than as provided for in clause (ii) of the defense of any claimproviso in Section 8.2(d), demand or suit; (ci) using its best efforts to cooperate with the indemnifying Party or its insurersIndemnifying Parties’ aggregate liability and obligations under Section 8.1(a)(i), at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required other than with respect to any settlement involving only inaccuracy or breach of a Fundamental Representation or the payment Specified IP Representations (such matters described in this clause (i) are referred to collectively as the “General Indemnification Matters”), shall be limited to recovery by the Indemnified Parties against the amount then available in the General Escrow Fund plus, to the extent claims for Fundamental Indemnification Matters that have been satisfied in accordance with this Agreement by reducing the General Escrow Fund on or prior to the Final Escrow Release Date (such reduction in the aggregate, the “Fundamental Matter Escrow Amount”), an additional amount equal to the Fundamental Matter Escrow Amount (it being understood, for the avoidance of monetary awards doubt, that (x) all indemnification claims for which General Indemnification Matters that are satisfied outside the indemnifying General Escrow Fund (whether directly by the Equityholders or pursuant to the setoff rights in Section 8.6) shall be counted towards and reduce the Fundamental Matter Escrow Amount, and (y) claims for General Indemnification Matters shall still be subject, when viewed in the aggregate, to a cap equal to the aggregate amount of General Escrow Property placed in the General Escrow Fund prior to the expiration of the Final Escrow Period and prior to any reduction thereof, valuing the Parent Shares at the Parent Stock Price) and (ii) each Indemnifying Party’s aggregate liability and obligations under this Article VIII shall not exceed the portion of the Merger Consideration actually received by such Indemnifying Party will be fully-responsible(in addition to the forfeiture of the portion of the Merger Consideration paid to the Indemnified Parties from the General Escrow Fund, the Designated Escrow Fund or through the exercise of the setoff rights set forth in Section 8.6) (with the Parent Shares being valued at the Parent Stock Price). All indemnification obligations under Section 8.1(a) that are not General Indemnification Matters or Specified IP Matters are referred to herein as “Fundamental Indemnification Matters”. The Indemnitee shall have Specified IP Matters and the right, at Fundamental Indemnification Matters are collectively referred to herein as the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriate“Designated Indemnification Matters.”

Limitations on Indemnification. The obligations Notwithstanding anything to indemnifythe contrary contained in this Section 8: (i) neither the Members, defendon the one hand, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) nor Purchaser, on the other hand, shall be contingent upon required to indemnify Purchaser Indemnified Parties or Members Indemnified Parties, respectively, in respect of any Losses suffered by such other parties as a result of the Party seeking indemnification breach of any representation or warranty contained in this Agreement unless and until the aggregate amount of all Losses exceeds Forty Thousand Dollars ($40,000.00) (the “IndemniteeBasket”): (a) notifying the indemnifying Party of a claim), demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing at which point such notice shall not relieve the indemnifying Party of its indemnification obligation except shall be from and against all Losses relating back to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claimfirst dollar, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party Basket shall bear not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the reasonable feesother party pursuant to the terms of this Agreement; and (ii) the aggregate amount of Members’ indemnification obligations or Purchaser’s indemnification obligations for breach of any representation or warranty contained in this Agreement shall not exceed Three Million Dollars ($3,000,000.00) (the “Cap”), costs provided that the Cap shall not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement; and (iii) neither the Members, on the one hand, nor Purchaser, on the other hand, shall be required to indemnify Purchaser Indemnified Parties or Members Indemnified Parties, respectively, in respect of any individual Loss suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement if such Loss is valued at less than One Thousand Dollars ($1,000.00) (the “De Minimis Exception”), and expenses Losses falling within the De Minimis Exception shall not be included in the Basket so long as the sum total of one such separate counsel and participation if Losses falling within the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateDe Minimis Exception do not exceed Twenty Five Thousand Dollars ($25,000.00).

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying Notwithstanding anything to the contrary contained in this Agreement, (i) no indemnification under Section 9.4(a)(i) and (ii) hereof shall be made by the Sellers and no indemnification under Section 9.4(b)(i) and (ii) hereof shall be made by Buyer, and neither the Sellers nor Buyer shall have any liability, respectively, to the other therefor, unless and until the aggregate amount of Losses subject to indemnification pursuant thereto and due the party being indemnified shall exceed $250,000, and once such threshold amount is exceeded the indemnifying Party party shall indemnify the indemnified party, and shall be liable, only for the amount of a claimany such Losses in excess of such threshold amount, demand and (ii) the aggregate amount required to be paid by the Sellers pursuant to their indemnification obligations under Section 9.4(a)(i) and 9.4(a)(ii) hereof or suit within [***] by Buyer pursuant to its indemnification obligations under Section 9.4(b)(i) and 9.4(b)(ii) hereof shall not exceed $30,000,000, and neither party shall have any liability to any indemnified party for, and such indemnified parties shall have no right to recover from the Sellers or Buyer, as the case may be, any amount of receipt Losses which exceeds (and from and after the time such Losses exceed) such amount. The applicable indemnified party shall be entitled to indemnification without regard to the provisions of samethis Section 9.5(a) with respect to the indemnification obligations of the Sellers pursuant to Section 9.4(a)(iii) hereof and the indemnification obligations of Buyer pursuant to Section 9.4(b)(iii) hereof and with respect to the covenants contained in Sections 6.12 and 6.13 hereof. (b) To the extent that any Losses or Claim therefor which is subject to indemnification hereunder are covered by insurance held by any indemnified party (an "INSURED LOSS"), such indemnified party shall only be entitled to indemnification pursuant to Section 9.4 hereof with respect to the amount of Losses in excess of the net cash proceeds received by such indemnified party pursuant to such insurance; provided, however, that Indemnitee’s failure the foregoing shall in no way obligate the indemnified party to maintain any level of insurance or delay in providing prevent any indemnified party from self-insuring its risks. With respect to any Insured Loss, the applicable indemnified party shall first use all reasonable efforts to obtain the maximum recovery from the provider of such notice shall not relieve the indemnifying Party of its indemnification obligation except insurance and then, to the extent that the net cash proceeds received by such indemnified party are less than the amount of the Losses indemnified hereunder, or if the indemnified party is unable to obtain any recovery from such provider, the indemnified party shall be entitled to seek indemnification pursuant to Section 9.4 hereof with respect to the amount of the Losses that exceed such recovery; provided, however, that if, following the receipt of any indemnity payments pursuant to Section 9.4 hereof, the indemnified party obtains any insurance recovery from a third party insurance provider, then such indemnified party shall promptly pay over to the indemnifying Party is prejudiced thereby; party (in proportion to their relative payments in respect of the underlying Loss) the amount of the net cash proceeds received by such indemnified party pursuant to such insurance up to, but not in excess of, the amount of the indemnity payments made by the indemnifying party pursuant to such Losses. In determining the amount of Losses for purposes of Section 9.5(a) hereof, to the extent of any Insured Loss, the amount of Losses subject to indemnification hereunder will be determined at the earlier of such time as the indemnified party either (a) obtains any insurance recovery from third party insurance providers (in which case the amount of such Losses shall be calculated net of such recovery), or (b) allowing reasonably determines that it is unable to obtain any recovery from such providers. The parties agree that no insurance company shall have any right of subrogation under this Section 9.5(b) and the indemnifying Party or its insurers parties agree that this Section 9.5(b) is not for the right to assume direction and control of the defense benefit of any claim, demand or suit; third party insurance provider. (c) using its best efforts None of Buyer nor any person otherwise entitled to cooperate indemnity pursuant to Section 9.4(a) hereof shall be entitled to, and shall be deemed to have waived all claims and rights to, indemnification hereunder (i) for any Losses to the extent (but only to the extent) that reserves or accruals have been established or reflected on the Closing Date Statement of Net Assets (and have not been previously used or applied) specifically for the class or category (or any substantially similar class or category) of Losses for which indemnification is sought, or (ii) with respect to the indemnifying Party untruth or its insurersinaccuracy of any representation or warranty made by the Sellers in this Agreement or with respect to the non-fulfillment, at non-performance or other breach of any covenant or agreement of the indemnifying Party’s expense, Sellers hereunder if an individual included in the defense definition of knowledge of Buyer in Section 1.3(b) hereof had actual knowledge of such claimuntruth, demand inaccuracy, non-fulfillment, non-performance or suit; and other breach on or prior to the Closing Date. (d) not settling Except for equitable relief, including without limitation injunctive relief or compromising any claimspecific performance, demand or suit without prior written authorization to which either party hereto may be entitled, the indemnification provided in Section 9.4 hereof shall be the sole and exclusive remedy of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith parties with respect to all matters relating to such claimthis Agreement and the transactions contemplated hereby, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required except with respect to any settlement involving only Losses incurred by either party as a result of fraud or intentional misrepresentation on the payment part of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateother party.

Limitations on Indemnification. The obligations 9.4.1. To the extent that any circumstance giving rise to indemnifyindemnification under this Section 9 is reasonably capable of being remedied by the Indemnifying Person (as defined below), defend, and hold harmless set forth in Sections 11.1 the Indemnified Person (Indemnification by Selecta) and 11.2 (Indemnification by Sparkas defined below) shall afford the Indemnifying Person such opportunity as is reasonable to remedy such circumstance. 9.4.2. No indemnification shall be contingent upon payable to any Purchaser Indemnified Person under Section 9.2 or to any Company Indemnified Person under Section 9.3, until the Party seeking indemnification aggregate amount of all direct Losses incurred by all Purchaser Indemnified Persons or all Company Indemnified Persons, as the case may be, exceeds $100,000, whereupon the Purchaser Indemnified Persons or the Company Indemnified Persons, as the case may be, shall be entitled to receive the full amount of all direct Losses (i.e., including the first $100,000 of such Losses); 9.4.3. The maximum aggregate liability of either party pursuant to this Section 9 shall be equal to the Purchase Price actually received by the Company (the “IndemniteeMaximum Indemnification Amount”): (a) notifying the indemnifying Party of a claim); 9.4.4. No party shall be entitled to recover any indirect, demand consequential, special, exemplary, punitive or suit within [***] of receipt of same; providedsimilar damages, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent that such damages are awarded to a third party in a Third Party Claim (as defined below); 9.4.5. No claims for indemnification against any Indemnifying Person (as such term is defined below) under this Section 9 may be made following the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expenseSurvival Date. The foregoing sentence notwithstanding, in the defense event any Indemnified Person (as such term is defined below) delivers an Indemnifying Person (as such term is defined below) a Notice of Claim (as such claimterm is defined below) within sixty (60) days prior to the Survival Date, demand or suit; and then such Indemnified Person may file a statement of claim with the proper judiciary tribunal within sixty (d60) not settling or compromising any claim, demand or suit without prior written authorization days after the date of the indemnifying Party (Notice of Claim, provided such statement of claim is based on the said Notice of Claim, and does not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without exceed the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in the defense of such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriatescope detailed therein.

Limitations on Indemnification. The obligations (a) Except in the case of fraud or with respect to breaches of the Fundamental Representations (i) in no event shall the Indemnifying Parties be required to indemnify, defend, and defend or hold harmless set forth in Sections 11.1 (Indemnification by Selectaany Indemnified Party against, or reimburse any such Indemnified Party for, any Losses pursuant to Section 7.2(a)(i) or 7.2(b)(i), as applicable, until the aggregate amount of each of the Buyer Indemnified Parties’ and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification Seller Indemnified Parties’ Losses exceeds an amount equal to $50,000 (the “IndemniteeBasket Amount”): ), it being understood that if such Losses exceed the Basket Amount, the Indemnified Parties shall be entitled to recover all such Losses from the first dollar, and (aii) notifying in no event shall the indemnifying Party cumulative indemnification obligations of a claimthe Sellers in the aggregate pursuant to Section 7.2(a)(i) or the Buyer in the aggregate pursuant to Section 7.2(b)(i), demand or suit within [***] in each case, exceed the Escrow Amount. (b) Except in the case of receipt of same; providedfraud: (i) the Sellers, howeverin the aggregate, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying be required to indemnify, defend or hold harmless any Buyer Indemnified Party of its indemnification obligation except against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 7.2(a) to the extent that the indemnifying aggregate amount of such Losses exceeds an amount equal to the Final Aggregate Consideration; (ii) the Sellers, individually, shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party is prejudiced thereby; (bagainst, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 7.2(a) allowing the indemnifying Party or its insurers the right for any amount in excess of an amount equal to assume direction and control each Seller’s Pro Rata Percentage of the defense Final Aggregate Consideration; and (iii) the Buyer or Parent or their respective Affiliates shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 7.2(b) to the extent that the aggregate amount of any claim, demand or suit; such Losses exceeds an amount equal to the Final Aggregate Consideration. (c) using its best efforts No Indemnified Party shall be entitled to cooperate with recover any Loss to the indemnifying Party or its insurers, at extent that the indemnifying Party’s expense, amount of such Loss has been expressly included in the defense calculation of such claim, demand or suit; and Closing Working Capital. (d) For purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not settling for determining whether there has been a breach), each representation and warranty in this Agreement and each certificate delivered pursuant hereto will be read without regard and without giving effect to the term “material” or compromising “Material Adverse Effect” or similar phrases contained in such representation or warranty the inclusion of which has the effect of making such representation or warranty less restrictive (as if such word were deleted from such representation and warranty). (e) The amount of any claim, demand or suit without prior written authorization of the indemnifying Loss for which indemnification is provided under this Article 7 shall be reduced by any amounts actually recovered by any Indemnified Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith under insurance policies with respect to all matters relating such Loss (less any costs of collection and increases in premium) (which Buyer shall use commercially reasonable efforts to collect). To the extent that any amount is recovered by any Indemnified Party under an insurance policy or any other source of indemnification after the date that an indemnity payment is made hereunder, then such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Indemnified Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect pay over to the omitted portions Indemnifying Party such amounts (less any costs of collection and increases in the defense of premium) no later than ten (10) Business Days after such claim, demand or suit; provided that the indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateproceeds are received.

Limitations on Indemnification. The obligations (a) Notwithstanding anything to indemnifythe contrary contained in this Agreement or any Ancillary Agreement, defend(i) no indemnification under Section 9.3(a)(i) hereof shall be made by Seller and no indemnification under Section 9.3(b)(i) hereof shall be made by Buyer, and hold harmless neither Seller nor Buyer shall have any Liability, respectively, to the other therefore or for any willful breach of a representation contained in this Agreement in the event of termination pursuant to Section 10.1, unless and until the aggregate amount of Losses subject to indemnification pursuant thereto and due the party being indemnified shall exceed $500,000, and once such “threshold amount” is exceeded the indemnifying party shall indemnify the indemnified party, and shall be liable, for the amount of any such Losses, including pursuant to Section 10.1, in excess of $250,000; provided that neither Seller nor Buyer shall have any Liability respectively, to the other for any individual Claim or any Liability arising out of or resulting from a single action, event, occurrence or a set forth in Sections 11.1 of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $25,000 (Indemnification by Selectait being understood and agreed that any such individual Claim or Liability shall be aggregated solely for purposes of determining when the threshold amount has been exceeded pursuant to this Section 9.4(a) and 11.2 shall not be aggregated or counted for purposes of determining indemnifiable Losses, including pursuant to Section 10.1), (Indemnification ii) the aggregate amount required to be paid by SparkSeller pursuant to its indemnification obligations under Section 9.3(a)(i) hereof or by Buyer pursuant to its indemnification obligations under Section 9.3(b)(i) hereof or by Buyer or Seller for any willful breach of a representation contained in this Agreement in the event of termination pursuant to Section 10.1 shall be contingent upon the Party seeking indemnification not exceed, subject to clause (iii) below, an amount equal to $5,000,000 (the “IndemniteeCap”): ), and neither party shall have any Liability to any indemnified party for, and such indemnified parties shall have no right to recover from Seller or Buyer, as the case may be, any amount of Losses which exceeds (aand from and after the time such Losses exceed) notifying such amount, (iii) the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Cap shall not relieve apply to any indemnifiable Losses pursuant to Sections 9.3(a)(ii), 9.3(a)(iii), 9.3(b)(ii) or 9.3(b)(iii) or to breaches of the indemnifying Party of its indemnification obligation except representations contained in Sections 4.2, 4.10, 4.11, 4.12, 5.2 and 5.6, and (iv) subject to the extent foregoing limitations in this Section 9.4(a), neither party shall have any Liability to any indemnified party, including pursuant to Section 10.1, for, and such indemnified parties shall have no right to recover from Seller or Buyer, as the indemnifying Party is prejudiced thereby; case may be, any amount of Losses which exceeds (and from and after the time such Losses exceed) an aggregate amount equal to the Total Cash Purchase Price. (b) allowing To the indemnifying Party extent that any Losses or its insurers the right Claim therefor which is subject to assume direction and control of the defense of indemnification hereunder are covered by insurance held by any claimindemnified party, demand or suit; (c) using its best efforts such indemnified party shall only be entitled to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not indemnification pursuant to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Section 9.3 hereof with respect to the omitted portions amount of Losses in excess of the defense net cash proceeds received by such indemnified party pursuant to such insurance. To the extent that, following the receipt of any indemnity payments pursuant to Section 9.3 hereof, the indemnified party obtains any insurance recovery from a third party insurance provider, with respect to such claimLosses, demand or suit; provided that such indemnified party shall promptly pay over to the indemnifying Party shall bear party (in proportion to their relative payments in respect of the reasonable feesunderlying Loss) the amount of the net cash proceeds received by such indemnified party pursuant to such insurance up to, costs and expenses but not in excess of, the amount of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected indemnity payments made by the indemnifying Party inappropriateparty pursuant to such Losses. The parties agree that no insurance company shall have any right of subrogation under this Section 9.4(b) and the parties agree that this Section 9.4(b) is not for the benefit of any third party insurance provider. (c) Except for equitable relief, including, without limitation, injunctive relief or specific performance, to which either party hereto may be entitled, the indemnification provided in this Agreement shall be the sole and exclusive remedy of the parties with respect to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, and the only legal action that may be asserted by a party entitled to indemnification hereunder against the indemnifying party shall be a contract action to enforce, or to recover Losses under, the indemnification provisions set forth in this Agreement. Notwithstanding the foregoing, prior to the Final Closing Date, each party shall have the right to bring a contract action to enforce, recover Losses from, or seek injunctive or equitable relief from, the other party for breaches of covenants or agreements contained in this Agreement. (d) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Losses indemnifiable under this Agreement, including under Section 10.1 (i) shall expressly exclude consequential damages, special or incidental damages, lost profits, diminution in value, punitive damages, exemplary damages, enhanced damages, multiple damages, indirect damages and other penalty or speculative damages, except for Losses arising out of third party Claims which shall be indemnifiable by the indemnifying party for all such damages and (ii) shall not be computed or determined using a multiple of earnings, book value or any similar item which may have been used in arriving at the Purchase Price or which may be reflective of the Purchase Price. (e) Notwithstanding anything in this Agreement to the contrary, the amounts payable pursuant to indemnification obligations under this Agreement hereof shall be paid without duplication and in no event shall any party hereto be able to recover twice under different provisions of this Agreement for the same Losses, and shall be consistently treated by the parties as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by Law.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice Seller Parties shall not relieve the indemnifying Party of its indemnification obligation except be required to the extent the indemnifying Party is prejudiced thereby; (bindemnify any Person under Section 11.1(a) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claimor, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith solely with respect to all matters relating to such claimPre-Closing Covenants, demand Section 11.1(b), or suit and will not settle or Section 11.1(d) unless (i) the amount which would otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required payable by Sellers thereunder with respect to any settlement involving given claim exceeds U.S.$100,000 (“Included Claims”) and (ii) the aggregate amount for all Included Claims exceeds U.S.$25,000,000, and in such event Sellers shall be responsible for only the payment amount in excess of monetary awards for which such amount. In no event shall the indemnifying Party will total indemnification to be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, paid by Sellers under this Article XI (other than amounts paid pursuant to employ one separate counsel and to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Section 11.1(b) with respect to post-Closing covenants, 11.1(c) and 11.1(e)) exceed U.S.$300,000,000. (b) Any Indemnifiable Claim with respect to any breach or nonperformance by either Party of a representation, warranty, covenant or agreement shall be limited to the omitted portions amount of actual Indemnifiable Losses sustained by the Indemnified Party by reason of such breach or nonperformance, net of any insurance proceeds. Nothing in this Agreement shall be construed to require the Indemnifying Party to make duplicative payments, in whole or in part, to an Indemnified Party, or to allow an Indemnified Party to receive duplicative payments or benefits, in whole or in part, in respect of an Indemnifiable Claim. (c) If an inaccuracy in any of the representations and warranties made by Sellers or a breach of any covenants of Sellers gives rise to an adjustment in the defense Purchase Price in accordance with Section 2.2, then such inaccuracy or breach shall not give rise to an indemnification obligation under Section 11.1. (d) For purposes of indemnification for breaches of representations or warranties contained in Section 3.3(a) and 3.3(g), Indemnifiable Losses shall not include any liability for Taxes in respect of such claimrepresentations and warranties where the underlying liability is in respect of any Post-Closing Taxable Period, demand or suit; provided it being understood that the indemnifying Party foregoing shall bear not limit indemnification hereunder in respect of interest, penalties, or other costs incurred in any Post-Closing Taxable Period where the reasonable fees, costs and expenses underlying liability is in respect of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the indemnifying Party inappropriateTaxes for Pre-Closing Taxable Periods.