Common use of Limitations Clause in Contracts

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. (a) In the case of any General Representation Claim, each Company Member shall be severally and not jointly liable for such Company Member’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability of the Company Members for all General Representation Claims shall be capped at the General Representation Cap. In the case of any claim pursuant to Section 10.3(a) or Section 10.3(c) (other than a claim in connection with a Fundamental Representation) (a “Parent General Claim”), the aggregate liability of the Parent Indemnified Parties for all such claims shall be capped at the General Representation Cap. (b) In the case of any Claim under (i) Section 10.2(a) with respect to any Fundamental Representation or any certifications made with respect thereto pursuant to Section 8.2(a), (ii) any of clauses (b) through (j) of Section 10.2 ((i) and (ii), collectively, “Special Matters”), each Company Member shall be severally and not jointly liable for such Company Member’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Company Members for all Claims for Special Matters shall be capped at the Merger Consideration paid or payable to the Company Members pursuant to Section 2.3. (c) Subject to Section 10.4(d), in no event shall any Company Member have liability pursuant to this Article 10 in excess of the Merger Consideration payable (inclusive of the portion of the Holdback Amount and the Expense Fund Amount withheld from such Indemnifying Party’s proceeds) to such Company Member pursuant to Section 2.3. Subject to Section 10.4(d), in no event shall any Parent Indemnifying Party have liability pursuant to this Article 10 in excess of the Merger Consideration. (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Company Member or Parent Indemnified Party who committed, participated in or had actual knowledge of fraud, intentional misrepresentation or willful breach. (e) No Parent Indemnified Party may recover any Damages in respect of General Representation Claims unless and until Damages in the aggregate under all Claims that have been incurred, paid or properly accrued exceed $287,500 (the “Deductible”), in which case the Parent Indemnified Parties may recover all Damages in excess of the Deductible. No Company Indemnified Party may recover any Damages in respect of Parent General Claims unless and until Damages in the aggregate under all Claims that have been incurred, paid or properly accrued exceed the Deductible, in which case the Company Indemnified Parties may recover all Damages in excess of the deductible. In determining whether a breach of a representation or warranty has occurred, and in determining the amount of any Damages in respect of the inaccuracy in or breach of any representation or warranty as of any particular date, any materiality, Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be disregarded. (f) Notwithstanding anything herein to the contrary, for purposes of calculating or determining the amount of Damages incurred under Section 10.2 or Section 10.3, there shall be deducted from any Damages an amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements (after giving effect to any deductible or retention or increase in premium associated therewith to the extent paid or payable and net of any costs, Taxes and expenses of recovery or collection thereof) actually received by any Company Indemnified Party or Parent Indemnified Party, as applicable, in connection with such Damages; provided, however, that none of the Indemnified Parties shall have any obligation to (i) seek recovery against any insurance policies (other than the Tail Policy) or (ii) obtain insurance coverage or other third party protection with respect to any particular matter. Each of Parent and Representative (on behalf of the Company Members) shall use commercially reasonable efforts to mitigate Damages in accordance with the common law doctrine of mitigation. (g) No Indemnified Party shall be entitled to double recovery for any indemnifiable Damages even though such Damages may be recoverable under more than one provision of Section 10.2 or Section 10.3. (h) Notwithstanding anything to the contrary contained in this Agreement: (a) , under no claim may be made by circumstances will any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall Indemnified Party be entitled to indemnification for all recover exemplary or punitive damages under this Article 10 (except to the extent such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money punitive damages pursuant to Section 11.2(a), other than with respect are awarded to a claim for indemnification arising from any breach third party or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇fraud, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyintentional misrepresentation or willful breach);. (ci) The rights to indemnification, compensation or reimbursement set forth in this Agreement shall not be affected by any investigation conducted by Parent, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Agreement Date or the Closing Date), with respect to a claim for indemnification arising from any breach the accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant, agreement or obligation or the existence of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in facts and circumstances that provide the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation basis for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinga Claim hereunder.

Limitations. (a) The rights of an Indemnified Party provided for in Section 7.2(a) and Section 7.2(b), as applicable, shall not apply unless and until the aggregate Parent Losses or Company Losses, as the case may be, are determined to be due to one or more Parent Indemnified Parties in the case of Claims against the Indemnifying Securityholders or one or more Company Indemnified Parties in the case of Claims against the Parent Indemnified Parties hereunder exceeds a cumulative aggregate of $150,000 (the “Deductible Amount”), in which event the Indemnified Parties shall, subject to the other limitations herein, be indemnified for all Parent Losses or Company Losses, as the case may be, including the Deductible Amount; provided, however, that the Deductible Amount shall not apply, with respect to Losses arising out of or resulting from (x) any breach of the Parent Fundamental Representations or (y) (i) any breach of Company Fundamental Representations or (ii) the matter set forth in Section 7.2(b)(iii), (iv) or (v). (b) Except for fraud and intentional misrepresentations, (x) (i) the aggregate indemnification obligations of Parent set forth in Section 7.2(a)(i) except for breaches of any Parent Fundamental Representation shall not exceed the value (as of Closing) of the Escrow (as defined in Section 7.5 below), (ii) the aggregate indemnification obligations of Parent (A) set forth in Section 7.2(a)(i) for breaches of Parent Fundamental Representations or (B) set forth in Section 7.2(a)(ii) shall not exceed the value (as of Closing) of the Parent Shares issued at Closing (including the Escrow), plus the value (if and when issued) of the Earnout Amount (the “Total Paid Consideration”) paid to the Indemnifying Securityholders pursuant to Article I and (y) (i) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in Section 7.2(b)(i) except for any breach of any Company IP Representations and Company Fundamental Representation shall not exceed the number of shares remaining in the Escrow, (ii) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in Section 7.2(b)(i) for breaches of any Company IP Representations shall not exceed (A) the number of Escrow Shares remaining in the Escrow plus (B) the shares constituting the Earnout Amount, to the extent earned and unissued to the Indemnifying Securityholders, (iii) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in (A) Section 7.2(b)(i) for any breaches of Company Fundamental Representations, (B) Section 7.2(b)(ii), (C) Section 7.2(b)(iii), (D) Section 7.2(b)(iv) and (E) Section 7.2(b)(v) shall not exceed the number of shares issued pursuant to Section 1.6, the Escrow Shares and the number of shares constituting the Earnout Amount to the extent issued to the Indemnifying Securityholders (or, in each case if sold, the value of such shares at Closing). (c) Notwithstanding anything to the contrary in this Agreement: (a) contained herein, no claim may be made by for any Indemnitee(s) for indemnification pursuant Parent Losses related to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification or arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case amount, value or condition of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇any Tax asset or attribute (including, such Seller’s Pro Rata Share but not limited to, net operating loss carryforward or tax credit carryforward) of the Escrow Amount, and in Company arising prior to the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment Closing Date or (if any); (cii) the maximum aggregate indemnification obligation ability of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementParent, the breach of any covenant of any other Seller in this Agreement Company, the Surviving Corporation, the Final Surviving Entity or for their Affiliates to utilize such Tax asset or attribute following the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDate.

Limitations. Notwithstanding anything to the contrary in this AgreementSection 12.1(a), the following limitations to the indemnity obligations of the Company and the Sellers shall apply: (ai) no claim may Until the Initial Closing shall have occurred, the Company shall only be made by responsible for any Indemnitee(sLosses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $50,000, in which case the Company shall be responsible for indemnification pursuant all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 4.3 (the “Threshold Amount”Capitalization), at Section 4.30 (No Broker) or Section 5.1 (Title to Interests) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible). (ii) From and after the date and time of the Initial Closing, the Company shall only be responsible for any Losses which time are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Indemnitee(sCompany shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), or Section 4.30 (No Broker) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible). (iii) The Principal Sellers shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), Section 4.9 (Compliance with Laws), Section 4.18 (Title; Liens), Section 4.22 (Environmental Protection), Section 4.23 (Employee Benefit Plans), Section 4.30 (No Broker), Section 5.1 (Title to Interests) or Section 5.6 (No Broker) (it being understood that the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for such Losses from the first dollar without the application of any deductible). The maximum aggregate liability of any Principal Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) is the total purchase price paid to such Principal Seller under this Agreement. For clarity, if the Losses attributable to a breach of inaccuracy described in Section 12.1(a)(ii)(A) exceed $500,000, then the Principal Sellers shall be responsible, as aforesaid, for such Losses in excess of $500,000, even though one or more Principal Sellers may only be responsible for a portion of such excess that is less than $500,000. (iv) The maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A), or Section 12.1(a)(iii)(A) is seventy-five percent (75%) of the total purchase price paid to such Seller under this Agreement, provided however that the maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy in the representations and warranties of the Company contained in Section 4.9 (without regard to the schedules to this Agreement) is the total purchase price paid to such Seller under this Agreement. (v) The Buyer Indemnitees will not be entitled to indemnification for punitive damages, or for lost profits, consequential, exemplary or special damages; provided, however, that each Buyer Indemnitee shall be entitled to indemnification for all punitive damages, or for lost profits, consequential, exemplary or special damages that are payable to third parties and constitute a part of such Buyer Indemnitee’s Losses; provided, further, that nothing contained herein shall be deemed to limit the right of any Buyer Indemnitee to indemnification for Losses (including all Losses included within attributable to the Threshold Amount);loss of value of such Buyer Indemnitee’s direct, or indirect interest in the Company or its Subsidiaries. (bvi) For purposes of clarification, each Principal Seller’s indemnity obligations under this Agreement will be several, and not joint, based on such Principal Seller’s Indemnification Percentage. For purposes of example, if there is an indemnity claim for a breach of a representation made by the maximum aggregate indemnification Company at the Initial Closing, (subject to the limitations set forth herein), a Principal Seller will be responsible only for that portion of Losses relating to the indemnity claim based on such Principal Seller’s Indemnification Percentage of such Losses. (vii) In no event will the indemnity obligation of each any Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy exceed the amount of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually proceeds received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinghereunder.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement:, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (ac) no claim may Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnitee(s) Indemnified Party with respect to any Loss for indemnification pursuant which any such Person has been indemnified hereunder, then a refund equal to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) recovery shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate promptly made to the consideration actually received by such Seller pursuant to this Agreement;applicable Indemnifying Party. (d) In no Seller event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or have any treble damages, other than indemnification obligation for the breach amounts paid or payable to third parties in respect of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or Third Party Claim for the actions or inaction of any other Seller in connection with this Agreement; andwhich indemnification hereunder is otherwise required. (e) no Indemnitor Each Indemnified Party shall have take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any right to indemnification Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to Section 11.2(e) with respect to this Agreement shall be net of the proceeds of any Losses to third-party insurance coverage actually received by the extent Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and only to the extent) such Losses are duplicative of Losses that were included increases in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingpremiums as a result thereof).

Limitations. The rights to indemnification under Section 5.1(a) are subject to the following limitations: (a) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller contained in this Agreement or for otherwise, the actions or inaction parties expressly intend and agree as follows: (i) The amount of any Damages incurred by a Purchaser Indemnified Party shall be reduced by any amount recovered by a Purchaser Indemnified Party with respect thereto (A) under any insurance coverage, (B) from any other Seller in connection with this Agreement; andPerson alleged to be responsible therefor or (C) from any tax benefits to be received by such Purchaser Indemnified Party. (eii) no Indemnitor shall have To the full extent permitted by applicable Law, and except for (A) any right to indemnification fraudulent act or fraudulent omission by Sellers or Purchaser or (B) any remedy for specific performance pursuant to Section 11.2(e) 7.11, the indemnification provisions provided for in this Article 5 will be the exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement. Sellers, Seller Indemnified Parties, Purchaser and Purchaser Indemnified Parties shall have no other or further right or remedy, whether in contract, tort or otherwise, or any right of rescission with respect to this Agreement, all of which Sellers (on behalf of the Seller Indemnified Parties) or Purchaser (on behalf of the Purchaser Indemnified Parties) hereby expressly waives. (iii) Each Indemnified Party shall use its best efforts to mitigate any Losses Damages which are the subject of Claims hereunder. Without limiting the generality of the foregoing, Purchaser agrees that it shall assert and pursue all rights against the Novel Sellers pursuant to the extent (and only Novel Purchase Agreement, including pursuant to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation Novel Escrow Agreement and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingMortgage.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: , except in the case of actual and intentional fraud (aas defined under Delaware common law), (i) no claim the amount of Damages that may be made recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) shall not exceed $350,000 (provided that (A) such limitation shall not apply to the Specified Reps and the Fundamental Reps and (B) the amount of Damages that may be recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) with respect to the Specified Reps shall not exceed $1,000,000), and (ii) an Indemnified Party shall not be permitted to recover any Indemnitee(sDamages under Section 5.1(a) for indemnification pursuant to or Section 11.2(a) unless and 5.2(a), as the case may be, until the aggregate amount of Losses for which the Indemnitee(s) seeks all such Damages exceed an amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 100,000 (the “Threshold AmountDeductible”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a the Fundamental Reps) and then only to the extent of such excess. With respect to any Damages that may be recoverable by an Indemnified Party under Section 5.1(a) or Section 5.2(a), the Indemnifying Party shall not be liable for any individual or series of related Damages which do not exceed $10,000 (which Damages shall not be counted toward the Deductible). (b) The amount of Damages recoverable by an Indemnified Party under this Article V with respect to an indemnity claim shall be reduced by the amount of any insurance payment or other third-party recovery actually received by such Indemnified Party with respect to such indemnity claim minus the amount of any increase in insurance premiums and reasonable costs of collection directly attributable to such recovery (the “Recovery”). If an Indemnified Party receives any insurance payment or third-party payment in connection with any claim for indemnification arising from any breach or inaccuracy Damages for which it has already been indemnified by the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 calendar days of any Fundamental Representationsreceiving such insurance payment, shall be limited an amount equal to the Recovery (i) in up to the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of amount paid by the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyIndemnifying Party);. (c) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article V that are (i) consequential damages or Damages for lost profits or diminution in value, in each case except for those that are reasonably foreseeable and proximately caused by the maximum aggregate indemnification obligation of asserted breach, or (ii) punitive, special, trebled or exemplary damages, in each Seller for money damages pursuant case other than any amounts paid to Section 11.2(a) an unaffiliated third party with respect to Third Party Claims based on a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;final judgment. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) Except with respect to any Losses claims related to actual and intentional common law fraud or for specific performance as provided in Section 6.9, from and after the Closing the rights of the Indemnified Parties under this Article V shall be the sole and exclusive remedies of the Indemnified Parties with respect to claims under, or otherwise relating to the extent (and only transactions that are the subject of, this Agreement. Without limitation of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingContemplated Transactions.

Limitations. (a) The amount of any Losses payable pursuant to this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, including any insurance provider (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(a) shall not be construed to apply to any amounts recovered from any self-insurance, captive insurance vehicle, or other similar arrangement. (b) Notwithstanding anything in this Agreement to the contrary, neither Buyer nor Seller shall be liable for any punitive or exemplary damages or similar theory, except to the extent actually awarded in a Third Party Claim. (c) Seller shall not be liable under Section 6.1(a) unless the aggregate Losses incurred by the Buyer Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.1(a) exceeds $250,000 (the “Deductible”), in which case Seller will be liable under Section 6.1(a) for all Losses in excess of the Deductible. (d) Buyer shall not be liable under Section 6.2(a) unless the aggregate Losses incurred by the Seller Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds the Deductible, in which case Buyer will be liable under Section 6.2(a) for all Losses in excess of the Deductible. (e) The aggregate amount required to be paid by Seller under Section 6.1(a) or Buyer under Section 6.2(a) shall not exceed $2,250,000. (f) The aggregate amount required to be paid by Seller under Section 6.1 or Buyer under Section 6.2 shall not exceed the Cash Consideration. (g) The representations, warranties, covenants and agreements contained herein shall survive the Closing. Indemnification obligations under Section 6.1 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article III, until the date that is two (2) years after the Closing Date, and indemnification obligations under Section 6.2 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article IV, until the date that is six (6) months after the Closing Date; provided however, that with respect to the representations in Section 3.1, Section 3.2(a), Section 3.9 and Section 3.13, the Indemnification obligations shall continue for the applicable statute of limitations and the limitations in Section 6.3(c) and Section 6.3(e) shall not be applicable. The indemnification obligations under Section 6.1 and Section 6.2 with respect to breaches of covenants and agreements shall continue until the sixtieth (60th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods or other extensions) bars any claims regarding a breach thereof. Notwithstanding anything to the contrary in this Agreement: (a) no contained herein, if written notice of any claim may be made by any Indemnitee(s) for indemnification pursuant hereunder has been delivered in accordance herewith prior to Section 11.2(a) unless and until the aggregate amount expiration of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (applicable period set forth above, the “Threshold Amount”), at which time the Indemnitee(s) indemnification obligations shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than continue with respect to a such claim for indemnification arising from any breach or inaccuracy until the final resolution and satisfaction of any Fundamental Representations, shall be limited to (i) such claim in accordance with the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV provisions of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingArticle VI.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim The amount of any Losses for which either any Seller or Buyer, as the case may be, is liable shall be made reduced by (i) the amount of any Indemnitee(sinsurance proceeds actually paid to the Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article XII, Sellers shall not have any indemnification obligations for indemnification pursuant to any individual Losses arising from or in connection with Section 11.2(a12.2(a)(i) unless and until the aggregate amount of all such Losses, together with the amount of all such Losses for which under the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds Other Acquisition Agreement, exceed $50,000 2,879,000 (the “Threshold AmountDeductible”), at in which time event Sellers shall be required to pay the Indemnitee(sfull amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount (with respect to this Agreement, together with the full amount of such Losses paid or payable by Seller under the Other Acquisition Agreement) shall of $57,580,000 (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Sellers shall not be liable for all such any individual or series of related Losses (including all which do not exceed $100,000 and any Losses with respect thereto shall not be included within in Losses for purposes of determining the Threshold Amount);Deductible or the Cap. (b) In no event shall any party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the maximum aggregate indemnification obligation foregoing does not limit any of each Seller for money damages pursuant to Section 11.2(a), other than the obligations or liability of any party or its Affiliates under Sections 12.2. and 12.3 with respect to a claim for indemnification arising from any breach or inaccuracy claims of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);unrelated third parties. (c) Neither Sellers nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after the maximum aggregate indemnification obligation Closing or (ii) a change in any Law after the Closing or a change in the interpretation of each Seller for money damages any Law after the Closing as determined by a Governmental Entity. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Section 11.2(a) Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;omitted portions. (d) no Seller shall be liable or have any indemnification obligation for the breach For purposes of determining whether a failure of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller or Buyer contained in this Agreement is true and accurate as of the Closing and for calculating the amount of Losses indemnifiable hereunder, any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (e) Except for claims based on fraud, the actions right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or inaction of Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other Seller cause of action or remedy at law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement; and Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (ein each case, other than claims made or contemplated by this Article XII) no Indemnitor shall have may be maintained by an Indemnified Party, or any right to indemnification pursuant to Section 11.2(e) of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against Sellers or Buyer or any of their Affiliates with respect to any Losses matter that is the subject of Article XII, and Buyer and Sellers, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the extent (and only to the extent) such Losses are duplicative subject of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article XII.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) In no event shall the Elan Companies or the Acquiror Parent or the Acquirors be liable for any Damages pursuant to a claim may based upon a representation or warranty or, if the Closing occurs, a covenant or agreement to be made by any Indemnitee(s) for indemnification performed at or prior to the Closing and pursuant to Section 11.2(a11.02(a)(i) or 11.02(b)(i), as applicable, unless and until (i) the individual claim giving rise to any Damages exceeds $100,000, in which case the Elan Companies or the Acquiror Parent and the Acquirors, as applicable, shall be liable for all Damages arising from such claim, (ii) the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) all such Damages exceeds $50,000 (5,000,000, in which case the “Threshold Amount”)Elan Companies or the Acquiror Parent and the Acquirors, at which time the Indemnitee(s) as applicable, shall be entitled to indemnification liable for all such Losses Damages only in excess of such amount, and then (including iii) not for any amount in excess of $50,000,000 for all Losses included within claims made under such Section 11.02(a)(i) or 11.02(b)(i), as applicable, in the Threshold Amount);aggregate. Notwithstanding the foregoing, the provisions of this Section 11.03(a) shall not be applicable to any breach of any representation or warranty by any party attributable to such party's fraud or willful misrepresentation contained therein. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy The amount of any Fundamental Representations, Damages recoverable by a party under Section 11.02 shall be limited to (i) in reduced by (x) the case amount of ▇▇▇▇ any actual Tax Benefits realized by the Indemnified Party that result from the Liability that gave rise to such indemnity and ▇▇▇▇▇▇▇▇▇▇(y) the amount of any insurance proceeds paid to the indemnified party relating to such claim and (ii) if the Tax Benefits are less than zero, such Seller’s Pro Rata Share increased by the amount of any actual net Tax cost (i.e., the excess of the Escrow Amount, and in Tax increases over the case Tax savings actually realized by the Indemnified Party) incurred by the Indemnified Party that results from the receipt of Jadevaia, such Seller’s Pro Rata Share indemnity payments hereunder (grossed up for income Taxes on the amount of the Escrow Amount plus the Earnout Payment (if anynet Tax cost);. (c) For purposes of any right to indemnification hereunder, the maximum aggregate indemnification obligation representations and warranties of each Seller for money damages pursuant the Elan Companies, the King Companies and their respective Subsidiaries shall be deemed not qualified by any references therein to Section 11.2(a) with respect materiality generally or to a claim for indemnification arising from whether or not any breach would result in a Material Adverse Effect or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;an Acquiror Material Adverse Effect. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementTHE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingEXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No Buyer Indemnitee will assert any claim may be made by any Indemnitee(s(each an “Indemnity Claim”) for indemnification pursuant to Section 11.2(a8.2(a)(i) unless and until such time that the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 1,500,000 (the “Threshold AmountDeductible”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to except (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇actual fraud or (ii) with respect to any Fundamental Representation, with respect to which the Deductible shall be deemed to be zero), in which case such Seller’s Pro Rata Share Buyer Indemnitee will be entitled to recover all Losses in excess of the Escrow Amount, and applicable Deductible. CCOC’s aggregate liability in respect of any indemnification obligation for Losses under Section 8.2(a)(i) shall not exceed an amount equal to $1,901,812.50 less the Deductible (the “CCOC Retention”) (except (x) no limit shall apply in the case of Jadevaiaactual fraud, such Seller’s Pro Rata Share (y) in respect of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages any Indemnity Claim pursuant to Section 11.2(a8.2(a)(i) for which coverage is not obtained under the Buyer Insurance Policy as a result of (I) in the case of a breach or inaccuracy of any Compliance with respect Law Representation or Fundamental Representation, such claim having been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (II) in the case of a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations Representation, the Buyer Insurance Policy having expired or (III) in case of any representation set forth in Article IV or Article V, coverage being denied under the Buyer Insurance Policy as a result of a Specified Exclusion, in each case, CCOC shall provide indemnification in respect of such Indemnity Claim up to the Supplemental Indemnification Hurdle and (z) CCOC shall provide the applicable CCOC Supplemental Indemnification in respect of breaches of any Fundamental Representation (with respect to which the Deductible shall be deemed to be zero) or Compliance with Law Representation, as described below). To the extent the Buyer Indemnitees have incurred Losses in excess of the sum of the applicable Deductible, the CCOC Retention and twenty percent (20%) of the Total Cap (such sum being referred to as the “Supplemental Indemnification Hurdle”) (A) with respect to breaches or inaccuracies of the Compliance with Law Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) 50% of the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to Sections 11.2(b)-(eclause (B) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the “Compliance with Law Cap”) and (B) with respect to breaches or inaccuracies of any Fundamental Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (A) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the indemnification obligations described in clauses (A) and (B), each a “CCOC Supplemental Indemnification”). Notwithstanding anything contained herein to the contrary, CCOC’s aggregate liability in respect of any obligation for Losses under Section 8.2(a) (except in the case of actual fraud, or Section 8.2(a)(iii), (iv) or (v)), shall not exceed an amount equal to the Wafra Investment Amount (without taking into account any reduction pursuant to Section 8.3(f)) (the “Total Cap”) minus any indemnification previously provided by CCOC pursuant to Section 6.2(a) of the Carry Investment Agreement. For purposes of calculating the Supplemental LA_LAN01:362972.20 Indemnification Hurdle, indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement shall be limited deemed Losses. (b) No Digital Colony Indemnitee will assert any claim for indemnification pursuant to Section 8.2(b)(i) until such time that the aggregate amount of (i) Losses and (ii) indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations exceeds the Deductible (except in the aggregate case of actual fraud or in respect of breaches of any Buyer Fundamental Representation, with respect to which the Deductible shall not apply), in which case such Digital Colony Indemnitee will be entitled to recover all Losses in excess of the Deductible. Notwithstanding anything contained herein to the consideration contrary, Buyer’s aggregate liability (A) in respect of any obligation for Losses under Section 8.2(b)(i) and indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b)(i) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations shall not exceed an amount equal to 20% of the Total Cap (except in the case of actual fraud or in respect of breaches of any Buyer Fundamental Representation) and (B) in respect of any obligation for Losses under Section 8.2(b) and any indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement (except in the case of actual fraud), shall not exceed an amount equal to the Total Cap. (c) The amount of any indemnification payable under this Article VIII in respect of a claim for indemnification pursuant to Section 8.2 shall be reduced by an amount equal to the proceeds actually received by a Buyer Indemnitee or Digital Colony Indemnitee, as applicable, under any insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or arising from, such claim or Losses, and the present value of any increases in insurance premiums on the account of or arising from such claim or Losses, or the cost of cancellation of such insurance policy and any increased costs for any replacement policy). Each Buyer Indemnitee and Digital Colony Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery (other than under the Buyer Insurance Policy which is addressed in Section 8.3(d)) or third-party recovery available to it with respect to any Loss for which such Buyer Indemnitee or Digital Colony Indemnitee seeks indemnification pursuant to this Article VIII (including during the period following any payment to such Buyer Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Digital Colony Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from a third party a sum which indemnifies or compensates such Person in respect of the Losses which are the subject matter of such claim, such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the lower of (i) the amount actually received by such Seller pursuant to this Agreement;Person from the Indemnifying Party in respect of such claim and (ii) any sum recovered from the third party, in each case, less all reasonable out-of-pocket LA_LAN01:362972.20 costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery and any Tax suffered thereon. (d) no Seller Except in the case of actual fraud, the CCOC Retention, the CCOC Supplemental Indemnification or the obligation to indemnify the Buyer Indemnitees as described in Section 8.3(a)(y), the Buyer Indemnitees’ sole source of recovery for any Indemnity Claim pursuant to Section 8.2(a)(i) shall be liable or have any indemnification obligation for the breach of any representations or warranty made Buyer Insurance Policy and not direct payment by any other Seller in Article IV of Party to this Agreement. Buyer shall, and shall cause each other Buyer Indemnitee to use its, his or her commercially reasonable best efforts to, pursue any insurance recovery under the breach Buyer Insurance Policy with respect to any Loss for which such Buyer Indemnitee seeks indemnification pursuant to this Article VIII and Buyer shall and shall cause each such Buyer Indemnitee to take such action as may be reasonably requested by CCOC to pursue recovery under the Buyer Insurance Policy with respect to such Loss. Buyer shall submit any bona fide claims pursuant to Section 8.2(a)(i) to the insurer under the Buyer Insurance Policy so as to cause the retention to be satisfied, notwithstanding that such claim may not be in excess of the Deductible. Buyer shall provide any correspondence with the insurer under the Buyer Insurance Policy to CCOC concurrently if made by Buyer and promptly if received by Buyer; provided, that Buyer’s failure to provide copies of any covenant such correspondence shall not affect the indemnification obligations of any other Seller in this Agreement or CCOC unless CCOC is actually materially prejudiced by failure to give such notice. CCOC will only be liable for the actions CCOC Supplemental Indemnification if such claim has first been submitted to the insurer under the Buyer Insurance Policy and (i) such claim has been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (ii) the Buyer Insurance Policy has expired or inaction (iii) coverage is denied under the Buyer Insurance Policy as a result of any other Seller in connection with this Agreement; anda Specified Exclusion. For the avoidance of doubt, claims need not be submitted to the insurer under the Buyer Insurance Policy if the applicable coverage period under the Buyer Insurance Policy has expired. (e) No Person shall be entitled to recover from an Indemnifying Party or any Affiliate thereof more than once with respect to the same Loss (i.e. no Indemnitor shall have any right to double-counting). For the avoidance of doubt, claims for indemnification pursuant to Section 11.2(e) 8.2 or Section 8.3 may be made based upon a liability which is contingent at the time such claim is made; provided, however, that no Person shall be entitled to recover with respect to any Losses such claim unless and until such liability becomes an actual liability. (f) If any CCOC Supplemental Indemnification is paid prior to the extent date that the Contingent Consideration Amount is payable, the Contingent Consideration Amount is subsequently payable, and the amount of the applicable CCOC Supplemental Indemnification that would have been paid would have increased if the payment of the Contingent Consideration Amount had previously occurred (and only the amount of any such increase being the “Contingent Indemnification Amount”), then the Contingent Consideration Amount payable shall be reduced by the Contingent Indemnification Amount, which shall fully satisfy CCOC’s obligations with respect to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingContingent Consideration Amount.

Limitations. Notwithstanding anything any other provision in this Article X, Parent will be entitled to indemnification only to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed Fifty Thousand Dollars ($50,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount of Losses for to which the Indemnitee(s) seeks Parent is entitled to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Parent shall be entitled to indemnification for all such Losses (including all Losses included within be indemnified only in excess of the Threshold Amount); (b) . The aggregate amount to which Parent will be entitled to be indemnified will not exceed a dollar amount equal to the maximum aggregate indemnification obligation number of each Seller for money damages pursuant to Section 11.2(a)Escrow Shares valued at the Parent Average Closing Price, other than with respect to a claim and the liability of any single stockholder of HT for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in obligations after the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share termination of the Escrow AmountAgreement shall be further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such stockholder relative to the aggregate number of Parent Merger Shares; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by HT or such person and in that the case Threshold Amount shall not apply to breaches of Jadevaia, such Seller’s Pro Rata Share representation of any Letter of Transmittal or Article IV (a) and (b). Parent may seek indemnification hereunder after the termination of the Escrow Amount plus during the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to period as described in Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing10.5.

Limitations. Notwithstanding anything (A) If the Closing occurs, the liability of the Shareholders under Section 10.2 shall be limited as follows: (i) the Shareholders shall have no liability under Section 10.2 until the aggregate Loss and Expense arising out of the matters as set forth in Section 10.2 in the aggregate exceed $1,000,000 (the "Threshold Amount") and then only to the contrary extent of such excess; (ii) except as provided in this Agreement: (a) no claim may Section 10.5, any recovery by an Indemnified Party for Loss or Expense under Section 10.2 shall be made by any Indemnitee(s) for indemnification sought solely from the Retained Stock in the Escrow described in Section 10.5, which shall be valued at the Per Share Equity Value, as adjusted pursuant to Section 11.2(a1.4(D); (iii) unless except as provided in Section 10.5, the Shareholders shall have no liability under Section 10.2 for aggregate Losses and until Expenses which exceed $10,000,000 (the aggregate amount of Losses for "Liability Cap"); (iv) any proceeds from insurance paid to DBI or Buyer which the Indemnitee(s) seeks relate to be indemnified any fact, event or circumstance requiring indemnity pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at 10.2 shall constitute a credit which time the Indemnitee(s) shall be entitled to indemnification for all such offset against the total Losses and Expenses (including all Losses included within before the application of the Threshold Amount); ; (bv) any Loss or Expense calculated for purposes of Section 10.2 shall be calculated taking into account any offsetting federal, state, local or foreign tax benefits that are realized because of such Loss or Expense to an Indemnified Party; and (vi) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor Shareholders shall have any right to indemnification pursuant to no liability under Section 11.2(e) 10.2 with respect to any Losses costs or expenses of any remediation or environmental equipment repair, upgrade or addition undertaken by DBI unless (x) ordered or demanded by a court, governmental body or agency; or (y) such remediation, repair, upgrade or addition is required to be undertaken by applicable Environmental Law; or (z) necessary in order for DBI to be in compliance with applicable Environmental Laws and resulting from an investigation (if there is an investigation) and remediation or environmental equipment repair, upgrade or addition which would be voluntarily undertaken under customary business practices in the industry. In addition, Shareholders shall not be obligated to indemnify Buyer pursuant to Section 10.2 for any loss or expense resulting from and related to the violation of any applicable Environmental Law by DBI or any Subsidiary after the Closing or, to the extent of the accrual therefor set forth in the Closing Date Working Capital, for any current ongoing monitoring or closure plan costs of DBI and its Subsidiaries. (B) If the Closing occurs, the liability of Buyer under Section 10.2 shall be limited as follows: (i) Buyer shall have no liability under Section 10.2 until the aggregate Loss and Expense arising out of the matters as set forth in Section 10.2 in the aggregate exceed $1,000,000 and then only to the extentextent of the excess; and (ii) such Buyer shall have no liability under Section 10.2 for aggregate Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingExpenses which exceed $10,000,000.

Limitations. (a) ▇▇▇▇▇▇▇ shall not be obligated to indemnify or hold the JV Entity Group Members harmless with respect to any Losses or Expenses under Section 12.1(a)(i) or Section 12.1(a)(ii) unless and until the aggregate amount of all Losses and Expenses suffered, sustained or incurred by JV Entity Group Members with respect to all matters for which indemnification is to be provided under Section 12.1(a)(i) or Section 12.1(a)(ii), exceeds $3.0 million (the “Deductible”) (it being understood that such amount shall be a deductible for which ▇▇▇▇▇▇▇ shall bear no indemnification responsibility). (b) The aggregate amount required to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a)(i) and Section 12.1(a)(ii) shall not exceed $22.5 million (the “Cap”). (c) Notwithstanding anything to the contrary in this Agreement: , the Deductible and the Cap shall not apply to Losses and Expenses resulting from or arising out of (ai) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount willful breach of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 any covenant, agreement or obligation or (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (bii) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any of the ▇▇▇▇▇▇▇ Fundamental RepresentationsRepresentations and Warranties. (d) Notwithstanding anything to the contrary in this ARTICLE XII, in no event shall the aggregate amount to be limited paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a) exceed $300 million. (ie) In any case where an Indemnified Party recovers from third Persons any amount in respect of any Losses or Expenses with respect to which an Indemnitor has indemnified it pursuant to this ARTICLE XII, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered in respect of such Losses and Expenses (after deducting therefrom the full amount of the expenses incurred by such Indemnified Party in procuring such recovery (including, in the case of ▇▇▇▇ insurance proceeds, any deductible or self-insured retention amount)), but not in excess of the amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such Losses and Expenses. (f) EXCEPT AS SET FORTH IN SECTION 12.6(i), (I) IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XII FOR (X) ANY PUNITIVE DAMAGES OR (Y) (1) ANY DAMAGES RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT WHICH (A) WOULD NOT, AS OF THE DATE HEREOF, BE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF SUCH WARRANTY OR INACCURACY OF SUCH REPRESENTATION OF THE NATURE GIVING RISE TO THE RELEVANT INDEMNIFIABLE EVENT OR (B) WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT OR (2) ANY DAMAGES (OTHER THAN THOSE RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT) WHICH ARE NOT THE REASONABLY FORESEEABLE RESULT OF THE RELEVANT INDEMNIFIABLE EVENT OR WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT, EXCEPT TO THE EXTENT ANY SUCH DAMAGES DESCRIBED IN THE FOREGOING CLAUSES (X) AND (Y) ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII, AND (II) WITH RESPECT TO THE INDEMNITIES PROVIDED UNDER SECTIONS 12.1(a)(iv) AND 12.2(b)(i), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES OR PROFITS, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII. (g) Except (i) for remedies arising under the JV Entity Ancillary Agreements, Company Ancillary Agreements, Partner Ancillary Agreements and ▇▇▇▇▇▇▇ Ancillary Agreements (which remedies shall be governed exclusively by the terms thereof and shall not be limited by the terms of this Agreement), (ii) as set forth in Section 12.6(i) and (iii) injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XII shall be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement) or otherwise in respect of the transactions contemplated hereby. For the avoidance of doubt, no remedy related to or arising from any breach of any JV Entity Ancillary Agreement, Company Ancillary Agreement, Partner Ancillary Agreement or ▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant ▇▇▇ Ancillary Agreement shall be available under this ARTICLE XII. Subject to Section 11.2(a) with respect to a claim 12.6(i), the parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XII by seeking damages for indemnification arising from any breach or inaccuracy of any Fundamental Representations contract, tort or pursuant to Sections 11.2(b)-(e) any other theory or liability. Any liability for indemnification under this Agreement shall be limited in determined without duplication of recovery by reason of the aggregate state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. Anything herein to the consideration actually received by such Seller pursuant to this Agreement; (d) contrary notwithstanding, no Seller shall be liable or have any indemnification obligation for the breach of any representations representation, warranty, covenant or warranty made agreement contained herein shall give rise to any right on the part of the JV Entity, the Company, Partner or any ▇▇▇▇▇▇▇ Party, after the consummation of the transactions contemplated by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in to rescind this Agreement or any of the transactions contemplated hereby; provided, however, in the event that the ▇▇▇▇▇▇▇ Investment or the Partner Investment occurs prior to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Transaction fails to be consummated for any reason whatsoever and the ▇▇▇▇▇▇ Merger Agreement is terminated, the parties hereto agree that concurrently with the termination of the ▇▇▇▇▇▇ Merger Agreement, (I) JV Entity shall return to ▇▇▇▇▇▇▇ and Partner the ▇▇▇▇▇▇▇ Investment Amount and the Partner Investment Amount, respectively, to the extent paid to JV Entity prior to such time, (II) ▇▇▇▇▇▇▇ LLC and Partner shall return to JV Entity the JV Entity LLC Agreement, and the Common Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the actions Initial JV Membership Interest) and Preferred Units purchased hereby shall, without any further action by any party, automatically be cancelled and deemed returned to JV Entity, and (IV) other than the obligations set forth in clauses (I) and (II) of this proviso, the parties shall have no further obligations under this Agreement and ▇▇▇▇▇▇▇ and Partner shall have no rights, title or inaction of any interest in or to the ▇▇▇▇▇▇▇ Units (other Seller than the Common Units issued to ▇▇▇▇▇▇▇ LLC in connection with exchange for the Initial JV Membership Interest, which shall be retained by ▇▇▇▇▇▇▇ LLC) or the Partner Units, respectively. Notwithstanding anything to the contrary in this Agreement; and , (ex) no Indemnitor ▇▇▇▇▇▇▇ shall have not be required to indemnify any right to indemnification pursuant to Section 11.2(e) with respect to JV Entity Group Member for any Losses to the extent (and only to the extent) liability underlying such Losses are duplicative of Losses that were was included as a current liability in the computation of the Final Closing Net Working Capital calculation Amount and have previously been recovered (y) it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly. (h) In the event it is finally determined that any JV Entity Group Member is entitled to be indemnified pursuant to this Article XII for any Losses or Expenses, such Losses and/or Expenses shall be paid by Purchaser through an adjustment the Indemnitor to the Initial Closing Price JV Entity. ▇▇▇▇▇▇▇ may, at Closingits option, satisfy any indemnification obligation for Losses hereunder (other than pursuant to Section 12.1(a)(iv)) in excess of the first $22,500,000 of Losses payable by ▇▇▇▇▇▇▇ under this Article XII (other than pursuant to Section 12.1(a)(iv), in whole or in part, by surrendering a number of Common Units with a value equal to the amount of all or such part of such indemnification obligation (based on the Fair Market Value (as defined in the JV Entity LLC Agreement) of such equity as of the time of surrender). (i) Nothing in this ARTICLE XII shall operate to limit the liability of ▇▇▇▇▇▇▇ to the JV Entity Group Members in the event ▇▇▇▇▇▇▇ is finally determined by a court of competent jurisdiction to have committed actual fraud with specific intent to deceive any JV Entity Group Member with respect to the representations and warranties expressly made herein.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Neither Transferor nor Transferee shall be made by entitled to any Indemnitee(s) recovery for indemnification pursuant to Section 11.2(a) any Damages for any breach of a representation or warranty unless and until the aggregate amount total of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to all such party’s Damages under Section 11.2(a) 7.2 exceeds $50,000 (the “Threshold Amount”)1,040,000, at which time the Indemnitee(s) such party shall be entitled to indemnification recover the aggregate amount of all Damages in excess of such threshold; provided, however, that the aggregate liability of each of Transferee, on the one hand, and Transferor, on the other hand, for all such Losses (including all Losses included within indemnity under this Article VII shall not exceed $104,000,000. Notwithstanding anything in the Threshold Amount);foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any representation or warranty of Transferor set forth in Section 3.10. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental RepresentationsTHE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇PUNITIVE, such Seller’s Pro Rata Share of the Escrow AmountINDIRECT, and in the case of JadevaiaCONSEQUENTIAL, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 7.2. (c) Neither Transferor nor Transferee shall be entitled to any recovery for any Damages for breach of any representation or warranty if such Indemnified Party had Knowledge of the maximum aggregate indemnification obligation breach giving rise to such Damages as of each Seller for money damages the Execution Date or if the facts or circumstances underlying such breach are disclosed in the Disclosure Schedules to the extent permitted pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;5.4. (d) From and after the Closing, Southampton shall have no Seller shall be liable liability or have obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Indemnified Party whole for or on account of any indemnification obligation claim made by any Indemnified Party for the any breach of any representations representation, warranty, covenant, or warranty made by any other Seller in Article IV agreement of this AgreementTransferor or Transferee, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor and neither Transferor nor Transferee shall have any right to indemnification pursuant to Section 11.2(e) of contribution against Southampton with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingmatters.

Limitations. Notwithstanding anything to the contrary set forth ----------- in this AgreementAgreement or otherwise, the Indemnifying Party's obligations to indemnify the Claimant pursuant to this Section 12 shall be subject to the ---------- following limitations: (a) no claim may No indemnification shall be required to be made by an Indemnifying Party until the amount of the Claimant's Losses exceeds Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate (the "Deductible"), and then indemnification shall be required to be made to the extent of all such Losses. (b) No indemnification shall be required to be made by an Indemnifying Party for the amount of the Claimant's Losses that are in excess of Five Million Dollars ($5,000,000). (c) The indemnification obligation of an Indemnifying Party shall be reduced so as to give effect to any Indemnitee(s(i) for net reduction in federal, state, local or foreign income or franchise tax liability realized at any time by the Claimant in connection with the satisfaction by the Indemnifying Party of a Claim with respect to which indemnification is sought hereunder, (ii) available insurance proceeds and (iii) amount of the Claimant's Losses that are subsequently recovered by the Claimant pursuant to Section 11.2(aa settlement or otherwise. (d) unless and until In no event shall the aggregate amount term "Losses" include any consequential, incidental, indirect or any loss or damage to Claimant, whether or not based upon events giving rise to indemnification hereunder, including claims brought by third parties in connection with any public offering or damages based on a multiple of Losses for which the Indemnitee(searnings formula. (e) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Neither party hereto shall be entitled to indemnification for all such recover Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses matter (including any breach of this Agreement by the other party) which was disclosed to such party in writing at or prior to the extent Closing Date and waived pursuant to Section 7.2 or Section 8.2 hereof, as applicable. -------------------------- (f) From and only after the Closing Date, the indemnification rights contained in this Section 12 shall constitute the sole and exclusive remedies of ---------- the parties hereunder and shall supersede and displace all other rights that either party may have under Law. (g) Each of the Triton Entities and Purchaser hereby waives compliance by Purchaser and the Triton Entities with the bulk sales Law and any similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. The Triton Entities shall indemnify Purchaser from, and hold Purchaser harmless against, any Losses resulting from or arising out of (i) the parties' failure to comply with any such Laws in respect of the transactions contemplated by this Agreement and (ii) any action brought or levy made as a result thereof without regard to the extent) such Losses are duplicative provisions of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.Section 12.5. ------------

Limitations. Notwithstanding anything (i) The Seller Parties shall not be required to indemnify an Indemnified Party or be liable to Capricorn or its Affiliates for any Liability under this Agreement or the Related Agreements unless the aggregate amount of all Damages and Liability exceeds US$100,000 (“Basket”), after which the Seller Parties shall be responsible for all Damages and Liability, including the Basket; (ii) The maximum Liability of Seller Parties under this Agreement or the Related Agreements shall be limited to the contrary aggregate amount of Consideration actually paid to Seller Parties under this Agreement (including the PRC Allocated Value and the US Allocated Value); provided, however, that nothing herein shall limit the Liability: (A) of any Seller Party for any breach of a representation or warranty, covenant or agreement pursuant to Section 9.2 if the Business Acquisition does not close, or (B) of any officer, director, shareholder or other equity holder of Seller Parties for such Person’s fraud or intentional misrepresentation. Nothing contained in this Agreement:SECTION 8 is intended to limit the right of Capricorn to terminate this Agreement pursuant to Section 9.1; (aiii) Except for (A) claims in connection with fraud or intentional misrepresentation, which shall survive indefinitely; and (B) claims in connection with a breach of or default of the covenants and agreements in Section 6.12 (whether or not through an indemnification claim brought under Section 8.3(a)(iii)), or an indemnification claim in connection with Section 8.3(a)(viii), which shall survive until the fifth (5th) anniversary of the Closing Date, no claim may be made by initiated against any Indemnitee(sof the Seller Parties after the Survival Date; and (iv) for indemnification pursuant to Section 11.2(a) unless In satisfying any or all claims under this Agreement and until the aggregate amount of Losses for which Related Agreements, if Capricorn Sub makes a Share Issuance Election, the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Seller shall be entitled to indemnification for all elect to satisfy the relevant claim (in whole or in part) by transfer of such Losses (including all Losses included within number of Earnout Shares to the Threshold Amount); (b) Indemnified Party so as to satisfy such claim, provided, that the maximum aggregate indemnification obligation value of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, the Earnout Shares shall be limited equal to the product of (i) in the case number of ▇▇▇▇ Earnout Shares being used to satisfy such claim; and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share (ii) the weighted average of the Escrow Amountclosing sales prices for one Earnout Shares\ as quoted on the Nasdaq Global Select Market (or such other principal securities market that the American Depository Receipts or similar equity security of Capricorn or a successor entity is then traded) during normal trading hours, and in for the case of Jadevaia, such Seller’s Pro Rata Share of five (5) consecutive trading days ending on the Escrow Amount plus the Earnout Payment first (if any); (c1st) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate trading day prior to the consideration date such shares are actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses delivered to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingIndemnified Party.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Except with respect to a claim for indemnification arising from Fraud or any breach or inaccuracy of any Fundamental RepresentationsRepresentation, no amount of indemnity shall be limited to payable hereunder as a result of any claim arising under Section 6.2(a) or Section 6.3(a) in connection with a breach or inaccuracy of a representation or warranty (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to any such individual breach or inaccuracy, unless the aggregate Losses arising from such breach or inaccuracy exceeds [**] and (ii) unless and until the Indemnified Party has suffered, incurred, sustained or become subject to Losses in excess of [**] (the “Threshold”) in the aggregate, in which case the Indemnified Party may bring a claim for indemnification arising from all Losses in excess of such amount. The maximum aggregate liability of an Indemnifying Party under Section 6.2(a) or Section 6.3(a) in connection with a breach or inaccuracy of a representation or warranty shall not exceed (A) except with respect to Fraud or any breach or inaccuracy of any Fundamental Representations or pursuant Representation, an aggregate amount equal to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; [**], (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eB) with respect to any breach or inaccuracy of any Fundamental Representation, an aggregate amount equal to [**] and (C) with respect to Fraud, [**] (the foregoing clauses (A), (B) and (C), as applicable, the “Cap”). (b) NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO THE OTHER PARTY OR ANY AFFILIATE OF THE OTHER PARTY FOR LOST REVENUES OR PROFITS DAMAGES OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES OR ATTORNEYS FEES, COSTS OR PREJUDGMENT INTEREST THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER, EXCEPT TO THE EXTENT PAYABLE PURSUANT TO ANY THIRD PARTY CLAIM. (c) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. If an Indemnified Party fails to use its commercially reasonable efforts to mitigate a Loss, the Losses to which such Indemnified Person is entitled to be indemnified pursuant to this ARTICLE VI shall be reduced to the extent the Indemnifying Party demonstrates that the Indemnified Party’s failure to use its commercially reasonable efforts to mitigate such Loss increased the amount of such Loss. (and only d) The Indemnified Party shall use its commercially reasonable efforts to the extent) such recover under insurance policies or indemnity, contribution or other similar agreements for any Losses are duplicative under this Agreement. The calculation of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment any Loss subject to the Initial Closing Price at Closing.indemnification under this

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The Company shall only be made by any Indemnitee(s) for indemnification pursuant bound to Section 11.2(a) unless indemnify the E Investors if and until when the aggregate amount owed to the E Investors by reason of Losses for which the Indemnitee(simplementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 and not a deductible (the “Threshold Amount”franchise), at which time provided however, in the Indemnitee(s) case of fraud, this threshold amount shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);not apply. (b) the maximum aggregate In addition, said indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) an aggregate amount corresponding to 50% of the price paid up by such E Investor for the E shares and/or the E Convertible Bonds subscribed pursuant this Agreement, provided however that the above limitation shall not apply in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇fraud, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);willful misconduct or gross negligence. (c) Any Loss giving right to indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the maximum aggregate indemnification obligation Company, and any Loss suffered by the Company shall be reduced by any payment (net of each Seller for money damages taxes and costs related thereto) received by the Company pursuant to Section 11.2(aan insurance policy or otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to a any valid claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementthereunder; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eiii) with respect to any Losses Loss suffered by the Company, the amount of the indemnification due by the Company to each E Investor pursuant to Section 5.1 above, shall be proportionate to the extent percentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor (including the Series E Preferred Shares likely to be subscribed upon conversion of the E Convertible Bonds subscribed by said E Investors by virtue of this Agreement) at the time of occurrence of the relevant Loss in the share capital of the Company. (d) The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and only (b) hereof. Approval by the E Investors, in their capacity as shareholders of the Company, of the Company’s annual accounts for any fiscal year shall not constitute, where applicable, any exception to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingforegoing.

Limitations. (a) Subject to Section 9.04(c), Seller shall not be required to make any indemnification payment pursuant to Section 9.03(a)(i)(A) for any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries contained in this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement until such time as the total amount of all Losses (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnitees as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement or the Asset Transfer Agreement or to which any one or more of the Buyer Indemnitees has or have otherwise become subject as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement, exceeds $500,000 (the “Deductible”) in the aggregate (it being understood that if the total amount of such Losses exceeds the Deductible, then the Buyer Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for such Losses that are in excess of the Deductible). No Losses shall be included in determining whether the Deductible has been reached unless, in the Buyer’s first Officer’s Claim Certificate seeking indemnification for such Losses in excess of the Deductible, a reasonably detailed accounting of such Losses is provided. (b) The maximum liability of Seller for indemnification Claims under Section 9.03(a)(i)(A) shall not exceed the Initial Indemnity Holdback Amount. Recovery by a Buyer Indemnitee for Losses pursuant to Section 9.03(a)(i)(A) prior to the General Expiration Date shall (subject to Buyer’s Set Off Right) first be satisfied by reduction of the Indemnity Holdback Amount, as provided in Section 9.05. To the extent the Indemnity Holdback Amount is reduced with respect to claims for indemnification, compensation or reimbursement for which the maximum liability of Seller is not equal to the Initial Indemnity Holdback Amount pursuant to this Section 9.04(b), any such reduction of the Indemnity Holdback Amount shall not reduce the amount that the Buyer Indemnitees may recover with respect to claims for indemnification, compensation or reimbursement that are subject to the limitation set forth in this Section 9.04(b). (c) The limitations set forth in Section 9.04(a) and the first and second sentence of Section 9.04(b) shall not apply to any Claim for indemnification to the extent such Claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation or any Fraud by Seller or any of its Subsidiaries or Representatives (regardless of whether such actions have been authorized). (d) Notwithstanding anything to the contrary in this Agreement: (a) Agreement in no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to event shall: (i) Seller be liable to any Indemnitees for Losses under this Article IX in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D; provided, however, that the limitations set forth in this Section 9.04(d) shall not apply in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Fraud by Seller or any of its Subsidiaries, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no which event Seller shall be liable or have any indemnification obligation to the Buyer Indemnitees for the breach full amount of Losses resulting from, arising out of or related to such Fraud; and (ii) the Buyer Indemnitor be liable to the Seller Indemnitees for Losses under this Article IX in an amount in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any representations Retention Earn-Out Payment or warranty made Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D. (e) The amount of any Losses that any Indemnitee may be entitled to recover shall be reduced by (i) the amount of any third-party insurance proceeds actually recovered by such Indemnitee from any third-party insurance carrier (net of any increase in insurance premiums, costs of collections, deductible, retroactive or other premium adjustment, reimbursement obligation or other costs directly related to the insurance claim (together, “Insurance Costs”)) and (ii) the amount of any indemnity or contribution actually recovered by any Indemnitees from any third party (including as a result of any contractual indemnification or contribution provisions), net of any reasonable costs incurred in connection with recovering any such amounts. If the Indemnitees receive any such amounts under applicable insurance policies, third-party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Seller Indemnitor or Buyer Indemnitor, as applicable, then any excess Losses actually collected (net of costs and expenses of such recovery and Insurance Costs) shall be reasonably promptly reimbursed to the Seller Indemnitor or Buyer Indemnitor, as applicable, and in accordance with the release procedures set forth in Section 9.04. (f) Absent Fraud, the indemnification provisions contained in this Article IX are the sole and exclusive remedy following the Closing as to all Losses (and any other Seller in Article IV damages, claims or causes of action of any kind or nature) any Indemnitee may incur arising from or relating to this Agreement, the breach of any covenant of any Equity Purchase or the Transactions contemplated hereby (it being understood that nothing in this Section 9.04(f) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other Seller equitable remedies with respect to the covenants referred to in this Agreement or for to be performed after the actions Closing or inaction any rights or remedies arising out of claims the Parties may have under any Ancillary Agreement). Notwithstanding anything to the contrary set forth in this Agreement, the Indemnity Holdback Amount may be reduced by the amount of any other Losses which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are connected with any Fraud by Seller in connection with this Agreement; and or any of its Subsidiaries (e) no Indemnitor shall regardless of whether such actions have any right to indemnification pursuant to Section 11.2(ebeen authorized) with respect to any Losses representation or warranty made by Seller or its Subsidiaries in this Agreement, the Asset Transfer Agreement or the Seller Closing Certificate. (g) Notwithstanding anything to the extent (contrary contained herein, for all purposes of Article IX, each representation or warranty of Seller or any of its Subsidiaries contained in this Agreement, in the Asset Transfer Agreement or any statement or certificate delivered by Seller pursuant to this Agreement shall be read without regard and only without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated directly or indirectly in such representation or warranty including for the extent) such Losses are duplicative purposes of determining the amount of Losses indemnifiable hereunder and whether a representation or warranty has been breached or is inaccurate; provided, that were included (i) the word “Material” contained in the Net Working Capital calculation defined terms “Material Contract,” and have previously been recovered by Purchaser through an adjustment to (ii) the Initial Closing Price at ClosingMaterial Adverse Effect qualifier contained in Section 4.07(a) of this Agreement will be not be disregarded (the “Materiality Scrape Exclusions”).

Limitations. (a) Notwithstanding anything to the contrary in this Agreement: (a) contained herein, no claim may Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be made by any Indemnitee(s) for indemnification entitled to be indemnified pursuant to Section 11.2(a6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate amount of all Losses for which the Indemnitee(s) seeks Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to be indemnified pursuant to Section 11.2(a) indemnification hereunder exceeds on a cumulative basis $50,000 [*] (the “Threshold AmountIndemnity Threshold”), at which time the Indemnitee(s) point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to indemnification be indemnified for all such Losses (including the aggregate of all Losses included within in excess of the Threshold AmountIndemnity Threshold; and (ii) unless the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the same or similar facts as applicable to each of Section 6.1(a)(i) or Section 6.2(a)(i), as applicable) exceeds $[*], and no such claim shall be applied toward the Indemnity Threshold; (b) provided, however, that the maximum aggregate indemnification obligation foregoing provisions of each Seller for money damages pursuant to Section 11.2(a), other than 6.3(a) shall not apply with respect to a claim for indemnification arising from any act of fraud or any breach of or inaccuracy of any Fundamental in the representations and warranties set forth in Sections 3.1, 3.2(a), or 3.13 (the “Specified Representations, shall be limited to ”). (ic) Other than in the case of ▇▇▇▇ any act of fraud (in which case the Buyer Indemnified Parties’ and ▇▇▇▇▇▇▇▇▇▇the Seller Indemnified Parties’ rights shall not be limited by anything set forth in this Article VI to the contrary), such Seller’s Pro Rata Share of in no event shall the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each amount for which Buyer Indemnified Parties or Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Indemnified Parties shall be limited in indemnified and held harmless under Article VI exceed $[*] (the aggregate to the consideration actually received by such Seller pursuant to this Agreement;“Cap”). (d) no Seller The amount of any Losses payable pursuant to this Article VI shall be liable reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, including any insurance provider (less the cost to collect or have recover such amount). If the Indemnified Party realizes any indemnification obligation for such amount after the breach of any representations or warranty date on which a payment pursuant to this Article VI has been made by any other Seller in Article IV of this Agreementto the Indemnified Party, the breach Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(b) shall not be construed to apply to any covenant of amounts recovered from any self insurance, captive insurance vehicle, or other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andsimilar arrangement. (e) no Indemnitor shall have To the extent that a Tax Benefit due to any right Loss actually is realized by an Indemnified Party due to indemnification Losses in the same taxable year in which such Indemnified Party received a payment pursuant to Section 11.2(e6.1 or Section 6.2, as applicable, for such Loss, the Indemnified Party shall reimburse the Indemnifying Party the amount of such Tax Benefit within a reasonable time after the Tax Return reflecting such Tax Benefit is filed with the applicable taxing authority; provided that such calculation shall be a one-time determination by the Indemnified Party in connection with such Tax filing and shall not be subject to re-calculation or further claim for reimbursement by the Indemnifying Party thereafter. For purposes of this Section 6.3(e), a “Tax Benefit” means an amount by which the Tax liability of the Indemnified Party actually is reduced by a deduction, reduction of income, or a refund or credit, in other words the difference between (A) with respect the aggregate amount of Taxes that the Indemnified Party would have been required to any Losses to pay for the extent (and only to the extent) relevant Tax year if such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously Loss had not been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.incurred and

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No amounts of indemnity shall be payable by SLG, SLGOP and Manager Corp as a result of any claim arising under clause (a) of Section 7.2 relating to a breach or alleged breach of a representation or warranty (i) unless the Losses in respect of such claim or series of related claims exceeds $20,000 (any such Losses being “Qualifying Losses”) and (ii) unless and until Parent Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that clause in excess of $500,000 in the aggregate (the “SLGOP Deductible”), in which case Parent Indemnified Parties may be made by bring a claim for such Losses to the extent the aggregate amount of such Losses exceeds the SLGOP Deductible; provided, that such limitation shall not apply to any Indemnitee(sclaim for Losses based upon a breach of any Fundamental Representation. The maximum aggregate Liability of SLG, SLGOP and Manager Corp under clause (a) of Section 7.2 shall not exceed $10,000,000 (the “Indemnity Amount”); provided, that such limitation shall not apply to any claim for indemnification Losses based upon a breach of any Fundamental Representation or to any claim for Losses pursuant to Section 11.2(a7.2(b), Section 7.2(c) or Section 7.2(d). (b) No amounts of indemnity shall be payable as a result of any claim arising under clause (a) of Section 7.3 relating to a breach or alleged breach of a representation or warranty (i) unless the Losses in respect of such claim or series of related claims are Qualifying Losses and (ii) unless and until the Manager Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that clause in excess of $500,000 in the aggregate (the “Parent Deductible”) in which case the Manager Indemnified Parties may bring a claim for such Losses to the extent the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within exceeds the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)Parent Deductible; provided, other than that no such limitation exists with respect to a claim for indemnification arising from any based on a breach or inaccuracy of any of Parent’s Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the . The maximum aggregate indemnification obligation Liability of each Seller for money damages pursuant to Parent under clause (a) of Section 11.2(a) 7.3 shall not exceed the Indemnity Amount; provided, that no such limitation exists with respect to a claim for indemnification arising from any based on a breach or inaccuracy of any of Parent’s Fundamental Representations or pursuant to Sections 11.2(b)-(eRepresentations. (c) shall be limited Notwithstanding anything contained in the aggregate this Agreement to the consideration actually received contrary, Parent acknowledges and agrees that the breach by SLGOP of the representation and warranty contained in Section 3.6 shall not in and of itself result in a Loss; provided, that the foregoing shall not prevent or otherwise affect a determination that the underlying cause of such Seller pursuant to this Agreement;breach shall have resulted in a Loss. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller Nothing in this Agreement Section 7.4 shall apply to, or for in any way limit the actions or inaction obligations of, an Indemnifying Party under Section 7.5 to pay all defense costs in respect of any other Seller in connection with this Agreement; andthird-party claims. (e) no Indemnitor Nothing in this Section 7.4 shall have apply to, or in any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to way limit the extent (and only to obligations of the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingparties under Article VI.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding any other provisions of this Agreement to the contrary, no claim may be made by any Indemnitee(s) Parent Indemnified Party for indemnification pursuant to Section 11.2(afor any Warranty Breach (other than a claim arising from any breach or inaccuracy of any of the Fundamental Representations, fraud or intentional misrepresentation) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks Indemnified Parties seek to be indemnified pursuant to Section 11.2(a10.2(a) exceeds Twenty Thousand Dollars ($50,000 (the “Threshold Amount”20,000), at which time the Indemnitee(s) Parent Indemnified Parties shall be entitled to indemnification for all the amount of Losses that exceeds such amount. Notwithstanding any other provision of this Agreement to the contrary, for purposes of determining the Support Agreement Securityholders’ liability to the Parent Indemnified Parties and whether the foregoing threshold has been exceeded, Losses shall be deemed not to include a Loss or Losses from any individual claim or series of related claims for indemnification in an amount of less than Five Thousand Dollars (including all Losses included within the Threshold Amount); $5,000) (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any of the Fundamental Representations, shall be limited fraud or intentional misrepresentation). (b) Notwithstanding any other provisions of this Agreement to contrary, except for (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share breaches of the Escrow AmountFundamental Representations, and in (ii) fraud, or (iii) intentional misrepresentation, the case of Jadevaia, such Seller’s Pro Rata Share aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for Warranty Breaches shall not exceed twenty-five percent (25%) of the Escrow Amount plus Net Closing Date Consideration; provided, that, the Earnout Payment aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for breaches of Fundamental Representations shall not exceed one hundred percent (if any);100%) of the Net Closing Date Consideration. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate Notwithstanding anything to the consideration actually received by such Seller pursuant to contrary in this Agreement;, the Support Agreement Securityholders shall not have any liability to any Parent Indemnified Party if any Tax attributes of the Company or any Subsidiary (including, but not limited to, net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, Parent, or any of their Affiliates for any taxable period. (d) In no Seller event shall any Indemnifying Party be responsible and liable for any Losses or other amounts under this Agreement that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. Parent shall (and shall cause the Company and any Subsidiary to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for which indemnification is provided to any Parent Indemnified Party. The amount of any Losses for which indemnification is provided under this Agreement shall be liable or have any indemnification obligation for the breach of any representations or warranty made reduced by any other Seller in Article IV of this Agreement, related recoveries to which the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andIndemnified Party is entitled under insurance policies. (e) no Indemnitor shall have any right Any Support Agreement Securityholder that elected to indemnification pursuant receive Stock Consideration may, in his sole discretion, satisfy all or a portion of his obligations under this Article X by delivering to Section 11.2(e) Parent a number of shares of Parent Common Stock with respect to any Losses a value equal to the extent amount thereof. For this purpose, the “value” of any shares of Parent Common Stock delivered in satisfaction of an indemnity claim shall be the greater of (i) Two Dollars ($2.00) per share and only to (ii) the extent) such Losses are duplicative average of Losses that were included the last reported sales price per share (or in the Net Working Capital calculation and have previously been recovered absence of a last reported sales price, the average of the Closing Price) of Parent Common Stock over the ten (10) consecutive trading days ending two trading days before such shares are delivered to Parent as provided above (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock since the beginning of such ten (10) day period), multiplied by Purchaser through an adjustment the number of such shares of Parent Common Stock delivered to Parent to satisfy the Initial Closing Price at Closingindemnification claim.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Seller shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a10.02(a) unless or Section 10.02(b) for any inaccuracy in or breach of any of the representations and warranties, of Seller in this Agreement until such time as the aggregate total amount of Losses for all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the Purchaser, or to which the Indemnitee(s) seeks Purchaser has otherwise become subject, exceeds an amount equal to be indemnified pursuant to Section 11.2(a) exceeds U.S. $50,000 100,000 (the “Threshold AmountDeductible”)) in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, at which time then the Indemnitee(s) Purchaser shall be entitled to indemnification be indemnified against and compensated and reimbursed only for all such Losses (including all Losses included within Damages that are in excess of the Threshold AmountDeductible);. (b) Subject to Section 10.03(c), the maximum aggregate liability of Seller under this Article 10 shall be equal to $3,750,000, except in the event of fraud or willful or intentional misrepresentation by Seller or any of its Representatives. (c) Absent fraud or willful or intentional misrepresentation, the indemnification obligation of each Seller for money damages pursuant provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages the Purchaser may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 11.2(a), other than 10.03(c) or elsewhere in this Agreement shall affect the parties’ rights to specific performance with respect to a claim for indemnification arising from any breach the covenants referred to in this Agreement or inaccuracy to be performed after the Closing). (d) Payments by Seller in respect of any Fundamental Representations, Damages shall be limited to (i) in the case amount of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share any Damages that remain after deducting therefrom any amounts actually received by the Purchaser pursuant to the terms of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment insurance policies (if any); ) covering such Damages (c) the maximum aggregate indemnification obligation net of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinginsurance proceeds).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made Except for injunctive relief and similar equitable remedies and except for Damages relating to or arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders, (B) any alleged breach of (i) the Seller Non-competition Agreement, (ii) the Shareholder Non-competition Agreement, (iii) the Surviving Representations or (iv) Seller’s or any of the Shareholders’ obligations in respect of any Employee Non-competition Agreement, and for certainty excluding any alleged breach by any Indemnitee(semployee of its obligations thereunder, or (C) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Retained Liabilities (collectively the “Threshold AmountExcluded Damages”), at which time recourse to the Indemnitee(s) Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall be entitled to indemnification Buyer’s sole and exclusive remedy available only for all such Losses (including all Losses included within the Threshold Amount);Damages under Section 9.2 above. (b) Other than the maximum aggregate Excluded Damages and any alleged breach of the representation and warranty set forth in the last sentence of Section 4.5 of this Agreement, no indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than from the Escrow Fund with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, Damages otherwise payable under Section 9.2 above shall be limited payable until such time as all such indemnifiable Damages shall aggregate to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇more than C$50,000, such Seller’s Pro Rata Share of after which time the Escrow Amount, and in Fund shall be drawn upon for all indemnifiable Damages (including the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anyfirst C$50,000);. (c) Any claims by Buyer against the maximum aggregate indemnification obligation Indemnifying Parties for any Damages other than Damages relating to or arising out of each Seller for money damages pursuant to Section 11.2(a(A) with respect to a claim for indemnification arising from any fraud, willful misrepresentation, willful breach or inaccuracy willful misconduct by Seller or any of the Shareholders, or (B) any alleged breach of Seller’s or any of the Shareholders’ obligations in respect of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Employee Non-competition Agreement, and for certainty excluding any alleged breach by any employee of its obligations thereunder, shall be limited not exceed, in the aggregate to aggregate, the consideration actually received by such Seller pursuant to this Agreement;Purchase Price payable hereunder. (d) no Seller The amount of Damages for which an Indemnified Party is entitled to indemnification shall be liable or reduced to the extent that the full amount of such Damages have any indemnification obligation for been reduced from the breach Closing Consideration as a result of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; anda Working Capital Shortfall due to such Damages. (e) no Indemnitor Except for Damages resulting from fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders or from any breach of Section 4.11 hereof, Damages shall have not include any right incidental, punitive, special, consequential or indirect Damages of the Buyer including, without limitation, loss of profits or failure to indemnification pursuant to Section 11.2(erealize expected savings. (f) with respect to The Indemnifying Parties shall not be liable for any Losses Damages to the extent (and only to the extent) that such Losses are duplicative of Losses that were included in the Net Working Capital calculation and Damages have previously been otherwise recovered by Purchaser through an adjustment the Buyer or satisfied by any other Person including, without limitation, as a result of the Buyer receiving or being reasonably able to receive compensation for such Damages pursuant to any policy of insurance maintained by the Initial Closing Price at ClosingBuyer.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may , the Buyer Indemnified Parties shall not be made permitted to recover any Damages incurred or suffered by Buyer Indemnified Parties resulting from any Indemnitee(s) for indemnification breach by the Company of its representations and warranties pursuant to Section 11.2(a9.1(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim the Fundamental Representations) until all Damages incurred by the Buyer Indemnified Parties pursuant to such section exceed $150,000 in the aggregate, at which point the Buyer shall be entitled to recover all such Damages in excess of $150,000. Solely for indemnification the purpose of determining the existence of, and calculating the amount of any Damages arising from out of or resulting from, any breach or inaccuracy of any Fundamental Representationsrepresentation or warranty of the Company contained in this Agreement (other than any breach of any representation or warranty contained in Section 3.6(ii) (Absence of Certain Changes)) or the certificates required by Sections 7.2(a), and 7.3(a), such representation or warranty shall be limited read without regard to any Material Adverse Effect or materiality qualifiers contain therein. (ib) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article IX that are consequential, special or punitive or otherwise not actual damages; provided, however, that this sentence shall not apply to or limit in any respect any claim by the case Company Participating Equityholders based on a breach of ▇▇▇▇ Section 2.5(c) or 2.5(d) (other than any such damages payable to third parties). Each party shall (and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of shall cause its Affiliates to) use commercially reasonable efforts to mitigate the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Damages for which indemnification is provided to it under this Article IX. (c) The amount of Damages recoverable by an Indemnified Party under this Article IX with respect to an indemnity claim shall be reduced by the maximum aggregate indemnification obligation amount of each Seller for money damages pursuant to Section 11.2(aany insurance payment received by such Indemnified Party (or an Affiliate thereof) with respect to a such indemnity claim less any costs of recovery and resulting increases in premiums. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Damages it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) Damages for which it has already been indemnified by the Indemnifying Party, it shall be limited in the aggregate pay to the consideration actually Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Article IX with respect to such Seller pursuant claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Agreement;Article IX. (d) no Seller shall be liable or have any indemnification obligation Except with respect to claims for the breach equitable relief made with respect to breaches of any representations covenant or warranty made by any other Seller agreement contained in Article IV of this Agreement, (i) the breach rights of any covenant the Indemnified Parties under this Article IX and Section 6.10(c) shall be the sole and exclusive remedies of any other Seller in the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement or and (ii) the right to (x) seek recourse against the General Escrow Funds and the Tax Escrow Funds and (y) set-off set forth in Section 9.6 shall be the sole and exclusive means for the actions Buyer Indemnified Parties to collect any Damages for which they are entitled to indemnification under this Article IX. Without limiting the generality of the foregoing, in no event shall any party, its successors or inaction permitted assigns be entitled to claim or seek rescission of any other Seller in connection with the transactions consummated by this Agreement; and. (e) no Indemnitor For purposes of this Article IX, (i) if the Company Participating Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall have be deemed to refer to the Indemnification Representative and (ii) if the Company Participating Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to indemnification pursuant receive any payments) shall be deemed to Section 11.2(e) with respect to any Losses refer to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingIndemnification Representative.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The Company shall only be made by any Indemnitee(s) for indemnification pursuant bound to Section 11.2(a) unless indemnify the E Investors if and until when the aggregate amount owed to the E Investors by reason of Losses for which the Indemnitee(simplementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 and not a deductible (the “Threshold Amount”franchise), at which time provided however, in the Indemnitee(s) case of fraud, this threshold amount shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);not apply. (b) the maximum aggregate In addition, said indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) an aggregate amount corresponding to 50% of the price paid up by such E Investor for the E shares subscribed pursuant this Agreement, provided however that the above limitation shall not apply in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇fraud, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);willful misconduct or gross negligence. (c) Any Loss giving right to indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the maximum aggregate indemnification obligation Company, and any Loss suffered by the Company shall be reduced by any payment (net of each Seller for money damages taxes and costs related thereto) received by the Company pursuant to Section 11.2(aan insurance policy or otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to a any valid claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementthereunder; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eiii) with respect to any Losses Loss suffered by the Company, the amount of the indemnification due by the Company to each E Investor pursuant to Section 5.1 above, shall be proportionate to the extent percentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor, at the time of occurrence of the relevant Loss in the share capital of the Company on a fully diluted basis. (d) The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and only (b) hereof. Approval by the E Investors, in their capacity as shareholders of the Company, of the Company’s annual accounts for any fiscal year shall not constitute, where applicable, any exception to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingforegoing.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) The Company will have no claim may be obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by any Indemnitee(s) the Company or ▇▇▇▇▇▇▇ described therein unless the aggregate amount of all such Losses incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point the Investor Indemnified Persons will be indemnified for all such Losses in excess of the Indemnity Deductible Amount); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 11.2(a10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters). (b) ▇▇▇▇▇▇▇ will have no obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or ▇▇▇▇▇▇▇ described therein unless and until the aggregate amount of all such Losses for incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point, the Indemnitee(s) seeks to Investor Indemnified Persons will be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within in excess of the Threshold Indemnity Deductible Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇’▇ aggregate liability in respect of any such claims will not exceed $95,000,000 plus an amount equal to the additional aggregate Purchase Price, if any, paid by the Investors pursuant to the proviso in Section 2.1 (the “Cap”); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters); and provided further, that the Cap will also not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(d) (Noncontravention), 3.5 (Capitalization), 3.14.1 (Legal Compliance), 3.16 (Employee Benefit Plans), 3.17 (Environmental), 3.25 (No Brokers), 4.1 (Power and Authorization) and 4.4 (No Brokers). (c) All payments to be made by the Company pursuant to this Section 10 will be made in cash. All payments to be made by ▇▇▇▇▇▇▇ pursuant to this Section 10 will be made, at ▇▇▇▇▇▇▇’▇ option, in cash or through the transfer of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof) held by ▇▇▇▇▇▇▇ (including any of his successors, assigns and transferees) on such date with a fair value equal to such payment obligation, determined as of the Closing Date, as adjusted to reflect the diminution in value of such capital stock resulting from any Losses, to the applicable Investor Indemnified Persons. At any time when shares of capital stock will be used to satisfy his indemnification obligations hereunder, any such shares which have an automatic accruing dividend or other preferential rights will first be used to satisfy such obligations, and then, after all such shares have been so transferred, any other shares of such capital stock then held by ▇▇▇▇▇▇▇ (including his successors, assigns and transferees) will be used to satisfy such obligations. The fair value of any shares of capital stock to be used to satisfy any indemnification obligations hereunder shall be determined, as of the Closing Date, jointly by the ▇▇▇▇▇▇▇ and WCAS IX at the time such payment is to be made; provided, that the value of shares of capital stock which have an accruing dividend shall be the accrued value of such shares. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such shares shall be determined, as of the Closing Date, by an independent appraiser experienced in valuing such type of securities jointly selected by ▇▇▇▇▇▇▇ and WCAS IX. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by ▇▇▇▇▇▇▇. (d) All payments to be made by the Company or ▇▇▇▇▇▇▇ pursuant to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters) shall be reduced, if and to the extent there have been any (i) actual Tax Benefits to the Company prior to the time such payment is to be made, which Tax Benefits result from items 1 or 2 disclosed on Schedule 10.2.2(d), or (ii) actual cash received by the Company prior to the time such payment is to be made, which cash is received as a result of items 3 or 4 disclosed on Schedule 10.2.2(d), and, in the case of (i) and (ii) of this Section 10.2.2(d), if requested by WCAS IX, such Tax Benefits or cash are verified in writing by the Company’s independent accountants. (e) The Investors acknowledge that ▇▇▇▇▇▇▇ will contribute up to $15,000,000 of the proceeds he receives from the Contemplated Transactions to a newly formed limited partnership to be known as the ▇▇▇▇▇▇▇ Family Limited Partnership (the “Family Partnership”). Prior to the contribution of such proceeds, no other contributions will have been made to the Family Partnership. Thereafter, ▇▇▇▇▇▇▇ may contribute additional assets (other than shares of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof)) to the Family Partnership, if and to the extent ▇▇▇▇▇▇▇ has received distributions from the Family Partnership equal to or greater than the fair market value of such additional contributed assets. Except for contributions of assets contemplated by the immediately preceding sentence, no additional contributions will be made to the Family Partnership. Provided that there has not been any breach or violation of this paragraph (e), if any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or ▇▇▇▇▇▇▇ described therein, the Investors shall have no rights against ▇▇▇▇▇▇▇’▇ interest in, or the assets held in, the Family Partnership. Upon receiving any notice of any such claim, ▇▇▇▇▇▇▇ will, if requested, provide WCAS IX with reasonable documentation evidencing all contributions made and distributions from the Family Partnership, including reasonable documentation evidencing the fair market value of any non-cash contributions or distributions. (f) Claims for indemnification pursuant to any other provision of Section 10.2.1 are not subject to the limitations set forth in this Section 10.2.2. (g) If, following the Closing, any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10 in respect of any Losses, ▇▇▇▇▇▇▇ shall have no rights against the Company, or any director, officers, employee or stockholder thereof (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any such claim, and shall not take any action against the Company or any person or entity in respect thereof. Notwithstanding anything to the contrary contained herein, none of ▇▇▇▇▇▇▇, such Seller’s Pro Rata Share the Company, the Investors nor any Investor Indemnified Person shall assert any claims against any officers, directors, attorneys, employees, or agents of the Escrow AmountCompany (other than ▇▇▇▇▇▇▇), and in the case arising out of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) or with respect to a claim for indemnification this Agreement or the Contemplated Transactions, including any Ancillary Agreement or any other document, Schedule, instrument or certificate delivered pursuant to or in connection therewith, or any action, inaction, statement or omission pertaining thereto (whether such right sounds in contract or tort, or by reason of contribution, indemnification, subrogation, or otherwise), including without limitation any right arising from with respect to Section 10 in respect of any Losses suffered by reason of any breach of, or inaccuracy of in, any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement Company or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing▇▇▇▇▇▇▇.

Limitations. Notwithstanding anything to the contrary in this AgreementAgreement or in any of the Transaction Documents: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless Each Party shall, and until shall cause its Subsidiaries (and its and the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”Subsidiaries’ Representatives), at which time the Indemnitee(s) shall be entitled to take all reasonable steps to mitigate Damages subject to indemnification for all under this Article VII upon and after becoming aware of any event that reasonably could be expected to give rise to any such Losses (including all Losses included within Damages, and indemnification shall not be available under this Article VII to the Threshold Amount)extent any such Damages are attributable to a failure of any such Person to take reasonable steps to mitigate such Damages; (b) the maximum aggregate No Parent Indemnified Party or Spinco Indemnified Party shall be entitled to payment or indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other more than once with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to the same matter (i) including by being taken into account in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share determination of the Escrow Final Net Working Capital Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification No Party shall be entitled to set off, or shall have any right of set off, in respect of any Damages under this Article VII against any payments to be made by such Party under this Agreement or any other Transaction Document; and (d) Parent’s obligation of each Seller to indemnify Spinco Indemnified Parties for money damages Damages with respect to Assumed Liabilities pursuant to Section 11.2(a7.02(b)(iv) is subject to the following additional limitations: (i) Parent shall only have liability to the Spinco Indemnified Parties under Section 7.02(b)(iv) with respect to an Assumed Liability to the extent such Assumed Liability was the subject of a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or written notice given by a Spinco Indemnified Party pursuant to Sections 11.2(b)-(eand in compliance with Section 7.03(a) shall be limited in the aggregate on or prior to the consideration actually received by such Seller pursuant to this Agreement; first anniversary of the Distribution Date; (dii) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor Parent shall have any right to indemnification pursuant to no liability under Section 11.2(e7.02(b)(iv) with respect to any Losses Assumed Liability to the extent (and only to of any amounts reserved or accrued on the extent) such Losses are duplicative of Losses that were included Balance Sheet or taken into account in the determination of the Final Net Working Capital calculation Amount (it being understood that any such reserved or accrued amounts also shall not be counted for purposes of determining whether the Deductible contemplated in clause (iii) has been satisfied); (iii) Parent shall have no Liability under Section 7.02(b)(iv) with respect to any claim (including any Damages) until the aggregate amount of all Damages under Section 7.02(b)(iv) exceeds $100,000,000 (the “Deductible”), at which point the Spinco Indemnified Parties shall be entitled to indemnification only for those Damages in excess of the Deductible; and have previously been recovered by Purchaser through an adjustment (iv) in no event shall the obligation of Parent to indemnify Spinco Indemnified Parties pursuant to Section 7.02(b)(iv) exceed $400,000,000 in the Initial Closing Price at Closingaggregate.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Neither Transferor nor Transferee shall be made by required to indemnify any Indemnitee(s) Indemnified Party for indemnification pursuant to Section 11.2(a) any Damages for any breach of a representation or warranty unless and until the aggregate amount total of Losses for which all of the Indemnitee(s) seeks to be indemnified pursuant to Damages properly asserted against such Indemnifying Party under Section 11.2(a) 7.2 exceeds $50,000 (1% of the “Threshold Amount”)Purchase Price, at which time the Indemnitee(s) applicable Indemnified Parties shall be entitled to indemnification recover the aggregate amount of all Damages in excess of such threshold; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for all such Losses (including all Losses included within indemnity under this Article VII shall not exceed 10% of the Threshold Amount);Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.11; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations shall not exceed the Purchase Price. (b) For purposes of determining the maximum aggregate indemnification obligation amount of each Seller for money damages pursuant to Section 11.2(a)Damages, other than with respect to a any asserted claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsby a Transferee Indemnitee, such determination shall be limited made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (i) except in the case of ▇▇▇▇ the term Material Contract); provided that this Section 7.4(b) shall not so modify the representations and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share warranties for purposes of the Escrow Amount, and in the case first determining whether a breach of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);any representation or warranty has occurred. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing7.2.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding anything herein to the contrary, Seller shall not incur, and shall have no claim may be made obligation to the Buyer Indemnitees under this Agreement or in connection with the transactions contemplated hereby with respect to any Liability with respect to Seller’s breach of the representations and warranties set forth in Section 6.01, other than a Liability for breach by Seller of any Indemnitee(sof its Fundamental Representations, unless written notice of such Liability is provided to Seller within twelve (12) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);months after Closing. (b) In no event shall Seller ever be required to indemnify the maximum aggregate indemnification obligation Buyer Indemnitees for any Liability under Section 12.03 with respect to any Liability with respect to Seller’s breach of each Seller for money damages pursuant to the representations and warranties set forth in Section 11.2(a6.01 individually having a value less than Two Hundred Thousand Dollars ($200,000), other than with respect to a claim Liability for indemnification arising from any breach or inaccuracy by Seller of any of its Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);. (c) In no event shall Seller ever be required to indemnify the maximum aggregate indemnification obligation of each Seller Buyer Indemnitees for money damages pursuant to Liabilities under Section 11.2(a) 12.03 with respect to any Liability with respect to Seller’s breach of the representations and warranties set forth in Section 6.01 exceeding, in the aggregate, twenty percent (20.0%) of the unadjusted Purchase Price, other than a claim Liability for indemnification arising from any breach or inaccuracy by Seller of any of its Fundamental Representations or pursuant Representations. In no event shall Seller ever be required to Sections 11.2(b)-(e) shall be limited indemnify the Buyer Indemnitees for Liabilities under Section 12.03 exceeding, in the aggregate to aggregate, one hundred percent (100.0%) of the consideration actually received by such Seller pursuant to this Agreement;unadjusted Purchase Price. (d) no Seller shall be liable or not have any liability for any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to under Section 11.2(e) 12.03 with respect to any Losses breach by Seller of any representation or warranty set forth in Section 6.01(h) to the extent (and only attributable to the extent) any Production Tax allocable to Buyer under Section 14.02, except for any penalties, interest or additions to Tax imposed with respect to such Losses are duplicative Production Tax by a Governmental Authority as a result of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingsuch breach.

Limitations. (a) The Indemnitors shall not be required to make any indemnification payment pursuant to Section 10.02(a)(i) or Section 10.02(a)(ii) for any inaccuracy in or breach of any of the representations and warranties of the Company in this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to $500,000 (the “Deductible”) in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for such Damages that are in excess of the Deductible). (b) The maximum liability of the Indemnitors under Sections 10.02(a)(i) and 10.02(a)(ii) shall be equal to $8,000,000. (c) The limitations set forth in Section 10.03(a) and (b) shall not apply to any claim for fraud or intentional misrepresentation or any claim for indemnification which arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation. The maximum liability of each Indemnitor under Section 10.02 shall be equal to such Indemnitor’s Pro Rata Share of Aggregate Merger Consideration. (d) Absent fraud or intentional misrepresentation, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement, the Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement or to be performed after the Closing or any rights arising out of claims Parent or the Surviving Corporation may have under the letters of transmittal delivered pursuant to Section 2.08). Notwithstanding anything to the contrary in this Agreement: (a) no claim set forth herein, Parent may be made recover from the General Escrow Fund any Damages which are suffered or incurred by any Indemnitee(sof the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) for indemnification pursuant to Section 11.2(a) unless and until which arise from or as a result of, or are connected with any fraud or intentional misrepresentation of the aggregate amount Company or any of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 its Representatives (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all whether or not such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (iactions have been authorized) in connection with the case due diligence investigation conducted by or on behalf of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Parent in connection with its consideration of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share Merger or any of the Escrow Amount plus other transactions contemplated hereby or the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV negotiation, execution and performance of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim may be made by arising out of such matter. (b) In the event that Seller is conducting any Indemnitee(s) defense against a third Person claim for which a Buyer Group Member has sought indemnification pursuant to Section 11.2(a) unless 10.1(a), expenses incurred by Seller in connection therewith, including legal costs and until expenses, shall constitute Expenses for purposes of determining the maximum aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified paid by Seller pursuant to Section 11.2(a10.1(a). (c) exceeds $50,000 EXCEPT FOR DAMAGES IN RESPECT OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (the “Threshold Amount”INCLUDING LOSS OF REVENUES OR PROFITS), at EXEMPLARY OR PUNITIVE DAMAGES, ARISING UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, the failure of Seller to deliver any financial statements and other materials required by Section 6.16(c) on or prior to the date on which time the Indemnitee(ssuch materials are required to be delivered pursuant to Section 6.16(c) shall be entitled deemed to indemnification be direct damages to Buyer in an amount that is equal to the additional interest that would be payable to holders of the then outstanding Notes if a Registration Default (as defined in the Commitment Letters) had first occurred on the date that Seller was obligated to deliver to Buyer such information and such Registration Default was cured on the date of delivery of such information; provided, that the parties acknowledge and agree that Seller shall have no liability under Section 6.16(c), unless Buyer has satisfied its obligations under Section 6.16(c). (d) Except for all such Losses remedies that cannot be waived as a matter of law and injunctive and provisional relief (including, but not limited to, specific performance), if the Closing occurs, this Article X shall be the exclusive remedy of the parties hereto for breaches of this Agreement (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Securities contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other party arising under this Agreement or under any certificate delivered pursuant to this Agreement as a matter of equity or under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to Environmental Laws) or arising under or based upon common law or otherwise, except that this Section 11.2(a), other than 10.6(d) shall not limit the remedies of a party with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingbased on fraud.

Limitations. Notwithstanding anything set forth in this Agreement to the contrary in this Agreementcontrary: (a) no claim may be made by The Seller shall not have any Indemnitee(sliability under this Agreement other than a right of the Buyer to set-off against amounts due under the Note in accordance with Section 6.6 and shall not have any liability in the aggregate at any time in excess of an amount equal to the amounts due under the Note; provided, however, that the foregoing limitation shall not apply to recovery under Section 6.2(a) for indemnification pursuant any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 2.8 (Compliance With Laws), for which the Buyer shall also be entitled to set-off against the Launch Products Deferred Payments and the Hycet Deferred Payments in accordance with Section 11.2(a6.6. (b) The Buyer shall not be entitled to recovery under Section 6.2(a) unless the amount of damages resulting from an individual breach of the representations and warranties (or series of related breaches) exceeds $5,000. (c) Except for breaches of any Fundamental Representations, the Buyer shall not be entitled to recovery under Section 6.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks damages due to be indemnified pursuant to Section 11.2(a) the Buyer exceeds $50,000 (90,000, in which event the “Threshold Amount”), at which time the Indemnitee(s) Buyer shall be entitled to indemnification recovery for all such Losses (including all Losses included within the Threshold Amount); (b) full amount of damages from the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;first dollar. (d) no Seller shall be liable For purposes of this Section 6, any inaccuracy in or have any indemnification obligation for the breach of any representations representation or warranty made by shall be determined without regard to any materiality or other Seller similar qualification contained in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions otherwise applicable to such representation or inaction of any other Seller in connection with this Agreement; andwarranty. (e) no Indemnitor The Buyer shall have not be entitled to recovery for any right to indemnification pursuant to Section 11.2(e) with respect to any Losses damages to the extent such damages are reserved for as a liability or contra-asset in the Closing Balance Sheet as finally determined in accordance with this Agreement and are taken into account in the determination of the Adjusted Working Capital. (f) All damages recoverable by the Buyer as a right of the Buyer to set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be net of any proceeds the Buyer actually recovers under any available insurance less any related costs and only expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums. Following the Closing, the Buyer and the Company Parties shall use commercially reasonable efforts to claim and recover in full any damages or losses under any insurance policies maintained by or for the benefit of the Buyer or the Company Parties or otherwise covering the business of the Company Parties if and to the extentextent they are seeking indemnification for such damages or losses hereunder. (g) such Losses are duplicative Notwithstanding any other provision in this Agreement to the contrary, the Buyer shall not be entitled to a right of Losses that were included set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in the Net Working Capital calculation and have previously been accordance with Section 6.6 for any for damage to reputation, lost business opportunities, lost profits, mental or emotional distress, incidental, special, consequential, exemplary, punitive, or indirect damages, interference with business operations or diminution in value. (h) All amounts recovered by Purchaser through the Buyer as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be treated by the Parties as an adjustment to the Initial Closing Price at Closingconsideration for the Units.

Limitations. Notwithstanding anything The indemnifications provided for in this Article 12 shall be subject to the contrary in this Agreementfollowing provisions: (a) no claim may The Selling Stockholders shall not be made by any Indemnitee(s) liable for indemnification pursuant to Section 11.2(a) unless and under this Article 12 until the aggregate amount of all Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) in respect of indemnification under section 12.2 exceeds $50,000 US$200,000 (the “Threshold Deductible Amount”), at in which time event the Indemnitee(s) Selling Stockholders shall only be entitled required to indemnification pay or be liable for all Losses in respect of such Losses (including all Losses included within claims in excess of the Threshold Deductible Amount); (b) . In addition, the maximum aggregate indemnification obligation of each Seller for money damages pursuant Selling Stockholders shall not be required to Section 11.2(a), other than pay any amount with respect to a claim any individual Loss of less than US$10,000 (the “De Minimis Amount”). The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for indemnification Losses based upon, arising from out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any breach or inaccuracy non-fulfillment of any Fundamental Representationscovenant, shall agreement or obligation to be limited to (i) in performed by the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach Selling Stockholders or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller their Affiliates pursuant to this Agreement; (db) no Seller UEC shall not be liable for indemnification under this Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.3 exceeds the Deductible Amount, in which event UEC shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, UEC shall not be required to pay any amount with respect to any individual Loss of less than the De Minimis Amount. The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any breach of any UEC Fundamental Representation or non-fulfillment of any covenant, agreement or obligation to be performed by UEC pursuant to this Agreement; (c) The aggregate amount of all Losses for which the Selling Stockholders shall be liable pursuant to: (i) section 12.2(a) (other than those Losses based upon, arising out of, with respect to or have by reason of any indemnification obligation for the inaccuracy in or breach of the Fundamental Representations) shall not exceed US$4,000,000, provided that the Selling Stockholders may satisfy in full (and without further recourse) any representations obligations arising under section 12.2(a) by delivery to UEC of: (1) cash; (2) up to 2,844,950 Acquisition Shares, valued as of the date written notice of a Third Party Claim or warranty made a Direct Claim is given by the Indemnified Party pursuant to Section 12.9 (and for clarification, if the value as of the date written notice is provided is greater than the Deemed Issuance Price per Acquisition Share, proportionately fewer Acquisition Shares would need to be delivered in satisfaction of the Selling Stockholders’ indemnification obligations); or (3) any other Seller combination thereof; provided, that, for certainty, notwithstanding the deemed value of the Acquisition Shares in Article IV (2) above, where the Selling Stockholders have delivered an aggregate of this Agreement2,844,950 Acquisition Shares in satisfaction of obligations arising under section 12.2(a), the breach Selling Stockholders shall have no further liability in respect of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementsuch obligations; and (eii) no Indemnitor section 12.2(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Fundamental Representations, and section 12.2(b), shall have any right not exceed a dollar amount (the “Fundamental Cap”) equal to indemnification the aggregate Acquisition Consideration held by the Selling Stockholders as of the date written notice of a Third Party Claim or a Direct Claim is given by the Indemnified Party pursuant to Section 11.2(e12.9 (the “Held Acquisition Consideration”), it being understood that the Selling Stockholders may satisfy in full any obligations under section 12.2(a), and section 12.2(b) by delivery to UEC of any combination of the following, up to the value of the Fundamental Cap: (1) cash; or (2) the Held Acquisition Consideration (with Acquisition Consideration being delivered in fulfillment of this obligation in the following order: first, Acquisition Shares, second, Acquisition Warrants, and third, the NPI Royalty). (d) The aggregate amount of all Losses for which UEC shall be liable pursuant to: (i) section 12.3(a) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the UEC Fundamental Representations) shall not exceed US$4,000,000; and (ii) section 12.3(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the extent UEC Fundamental Representations and 12.3(b) shall not exceed the Fundamental Cap. Notwithstanding the foregoing, the Deductible and the limitations on liability set forth in this section 12.4 shall not be applicable in respect of claims for Losses based upon, arising out of, with respect to or by reason of any claim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misconduct, intentional misrepresentation or fraud by the Indemnifying Party (and only to no such claim shall be counted towards the extent) Deductible of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingParty, as applicable).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Except as otherwise provided in Section 7.8, Buyer shall be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a7.2(a) unless for any breach of the representations and warranties made by Buyer until such time as the aggregate total amount of all indemnifiable Losses for which (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) that have been suffered or incurred by all of the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) Paragon Indemnified Parties collectively exceeds $50,000 (the “Threshold Deductible Amount”). In such event, at which time if the Indemnitee(s) total amount of such indemnifiable Losses exceeds the Deductible Amount, the Paragon Indemnified Parties shall be entitled entitled, in accordance with the provisions in this Article VII, to indemnification be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the Deductible Amount. Except as otherwise provided in Section 7.7, in no event shall the aggregate liability of the Buyer pursuant to Sections 7.2(a), (b) or (c) exceed an amount equal to $5,000,000 (the “Cap Amount”). Buyer shall have the right to reacquire Buyer Shares from the Shareholders, if any of such Losses (including all Losses included within shares are then held, in satisfaction of an indemnification claim with each share being deemed to have the Threshold Amount);same value per share as of the end of the Closing Date. (b) the maximum aggregate Except as otherwise provided in Section 7.8, Paragon and Intermezzo shall not be required to make any indemnification obligation of each Seller for money damages payment pursuant to Section 11.2(a), 7.1(a) for any breach of the representations and warranties made by either of them until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other than with respect to a claim for indemnification indemnifiable Losses arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach other breaches of any representations or warranty made warranties) that have been suffered or incurred by any other Seller in Article IV all of this Agreementthe Buyer Indemnified Parties collectively exceeds the Deductible Amount. In such event, if the total amount of such indemnifiable Losses exceeds the Deductible Amount, the breach of any covenant of any other Seller Buyer Indemnified Parties shall be entitled, in accordance with the provisions in this Agreement or Article VII, to be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the actions or inaction Deductible Amount. Except as otherwise provided in Section 7.7, in no event shall the aggregate liability of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification each of Paragon and Intermezzo pursuant to Section 11.2(e7.1(a), (b) with respect or (c) exceed the Cap. Paragon and Intermezzo shall have the right to satisfy any Losses indemnification claim by tendering to the extent (Buyer Indemnified Parties Buyer Shares which shall be deemed to have a value of the closing price of such shares on the Closing Date. In no event will Paragon and only Intermezzo have any liability to pay an indemnification claim that exceeds the extent) such Losses are duplicative value of Losses the Buyer Shares and all payments they have received under this Agreement and the Assignment Agreement, it being understood that were included in Buyer shall have the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment right to the Initial Closing Price at Closingexercise its set-off right for any further amounts under Section 7.6 hereof.

Limitations. (a) Notwithstanding anything to the contrary in this Agreement: herein, the Equity Holders shall not be liable under Section 6.1(a) or clause (ax) no claim may be made by any Indemnitee(s) for indemnification pursuant to of Section 11.2(a) 8.2 unless and until the aggregate amount of Losses Damages for which the Indemnitee(sthey would otherwise be liable under Section 6.1(a) seeks to be indemnified pursuant to and clause (x) of Section 11.2(a) exceeds 8.2 exceed $50,000 1,000,000 (the “Threshold Amount”), at which time point the Indemnitee(sEquity Holders shall become liable for the aggregate Damages under Sections 6.1(a) and clause (x) of Section 8.2 and not just amounts in excess of $1,000,000); provided, however, that the limitation set forth in this paragraph (a) shall be entitled not apply with respect to indemnification any liability with respect to breaches of Section 2.9(o) or, for all such Losses the avoidance of doubt, liability under clauses (including all Losses included within the Threshold Amount);y) or (z) of Section 8.2. (b) From and after the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)Effective Time, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) except in the case of ▇▇▇▇ fraud or knowing misrepresentation, the sole and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement (including any claim under Article VIII) or arising out of or in connection with the Company's obligations under this Agreement shall be the Indemnification Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Shares. (c) No Equity Holder shall have any right of contribution against the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Company or the Surviving Corporation with respect to a claim for indemnification arising from any breach or inaccuracy by the Company of any Fundamental Representations of its representations, warranties, covenants or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;agreements. (d) no Seller shall be liable Notwithstanding anything to the contrary set forth herein, nothing in this Article VI or have any indemnification in Article VIII is intended to create an affirmative indemnity obligation for the breach of any representations or warranty made by any other Seller Equity Holder for fraud or knowing misrepresentation (it being understood that the foregoing shall not limit any right of the Buyer to assert any claim based on fraud or knowing misrepresentation not based on the indemnification obligations set forth in Article IV Sections 6.1 and 8.2 of this Agreement (as affirmed by Section 4 of the Stockholders Agreement and Section 2 of the Management Participant Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and)). (e) no Indemnitor shall have any right to Any recovery of Damages by the Buyer for indemnification pursuant to Article VI shall be offset by any insurance proceeds actually received by the Buyer corresponding to such indemnification claim. To the extent the Buyer receives any such insurance proceeds after the delivery of Indemnification Escrow Shares from the Equity Holders pursuant to Section 11.2(e) with respect to any Losses 3 of the Indemnification Escrow Agreement, the Buyer will issue and deliver that number of Buyer Common Shares equal to the extent (and only value of the insurance proceeds to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment Equity Holders or to the Initial Closing Price at ClosingEscrow Agent, to be allocated among the Equity Holders in accordance with Article I of this Agreement.

Limitations. Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document: (a) (i) No GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement unless such GNL Indemnified Party has incurred Losses in excess of $3,750,000 in the aggregate (the “Deductible”), in which case such GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement only to the extent the aggregate Losses with respect to such claims exceed the Deductible; provided, however, that the Deductible shall not apply to Losses with respect to the breach of any Advisor Fundamental Representations; (ii) the aggregate amount of all Losses that the GNL Indemnified Parties may recover under Section 7.1(a) of this Agreement (other than with respect to the Advisor Fundamental Representations) shall not exceed $28,125,000 (the “Cap”); and (iii) notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification , the maximum aggregate liability of Advisor Parent pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to this Article 7 shall be indemnified pursuant to Section 11.2(a) exceeds $50,000 56,250,000 (the “Threshold AmountOverall Cap”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy The amount of any Fundamental Representations, Loss for which indemnification is provided under this Article 7 shall be limited to net of (i) in any amounts recovered by the case Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party or (ii) insurance proceeds or other sources of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇reimbursement received, which shall be an offset against such Seller’s Pro Rata Share Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article 7. If the amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Escrow AmountIndemnified Party shall repay to the Indemnifying Party, and in promptly after such determination, any amount that the case Indemnifying Party would not have had to pay pursuant to this Article 7 had such determination been made at the time of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);payment. (c) Notwithstanding anything to the maximum aggregate indemnification obligation contrary contained herein, an Indemnified Party’s right to indemnification, payments of each Seller for money damages pursuant to Section 11.2(aLosses or any other remedy based on the representations, warranties, covenants and agreements contained in this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time by any Party, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to a claim for indemnification arising from any breach the accuracy or inaccuracy of or compliance with, any Fundamental Representations such representation, warranty, covenant or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach agreement. The waiver of any representations condition based on the accuracy of any representation or warranty made by warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other Seller in Article IV of this Agreementremedy based on such representations, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (warranties, covenants and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingagreements.

Limitations. Notwithstanding (a) No amounts shall be payable as a result of Losses from any claim arising pursuant to this Agreement unless such Losses exceed $25,000 (any claim involving Losses equal to or less than such amount being referred to as a “De Minimis Claim”) or any other claim arising under this Agreement relating to a breach or alleged breach of a representation or warranty unless and until the Buyer Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Buyer Indemnified Parties may bring a claim for all Losses in excess of such amount. Nothing in the preceding sentence shall apply to, or in any way limit the obligations of, an Indemnifying Party (a) under Section 12.05 to pay all reasonable defense costs in respect of third-party claims, (b) with respect to any Excluded Liabilities of which Judbury is the obligor or (c) any and all Employment Liabilities arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties, provided however that notwithstanding anything to the contrary in this Agreement: , no amount shall be payable in connection with pre-closing breaches of covenants until Losses resulting from pre-closing breaches of covenants exceed $25,000, in which case the Buyer Indemnified Parties may bring a claim for the full extent of such Losses. The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (a) no the “Indemnity Amount”). No amounts shall be payable as a result of any De Minimis Claims or any claim may be made by any Indemnitee(s) for indemnification pursuant to arising under Section 11.2(a) 12.02 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Seller Indemnified Parties may bring a claim for all Losses in excess of such amount and the maximum liability of the Buyer under this Agreement shall not exceed the Indemnity Amount. Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price. Notwithstanding the foregoing, the De Minimis Claim limitation set out above shall not apply to any Air France Reduction. (b) An Indemnifying Party is not liable to an Indemnified Party for any claim under or in relation to or arising out of this Agreement including a breach of a representation or warranty (a) to the extent that the claim arises or is increased as a result of any change in applicable accounting standards after June 30, 2011 or any change in accounting policies applied on or after June 30, 2011 from those used by a party before the date of this Agreement and (b) if the claim is as a result of or in respect of any law or regulation not in force at the date of this Agreement (including any legislation or regulation which takes effect retrospectively and (c) to the extent that the claim or Loss in relation to the claim is remediable, provided it is remedied to the satisfaction of the Indemnified Party, acting reasonably, within 60 days after the Indemnifying Party receives written notice of the claim in accordance with Section 12.05(a), provided that to the extent any such 60 day remedy period begins after the 12th month of the relevant 18 month survival period for the relevant representation, warranty or covenant, the remaining six month survival period shall be tolled for such remedy period. (c) Where an Indemnified Party is or may be entitled to recover from some other person any sum, including by way of contract, indemnity, under a policy of insurance or otherwise, in respect of any matter or event which could give rise to a claim under this Agreement, the Indemnified Party must use its reasonable endeavors to recover that sum before making the claim, keep the Indemnifying Party informed of the conduct of such recovery; and reduce the amount of Losses any subsequent claim against the Indemnifying Party for the same or similar Loss by the amount recovered, provided, however, this provision shall not apply to representation and warranty insurance obtained by the Buyer, if any. If the recovery is delayed until after the claim has been paid by the Indemnifying Party, the recovered amount must be paid to the Indemnifying Party after deduction of all reasonable costs and expenses of the recovery. (d) An Indemnified Party must take all reasonable action to mitigate any Loss suffered for which a claim could be made. Nothing in this Agreement restricts or limits any general obligation at law to mitigate any Loss or damage. If an Indemnified Party does not comply with this obligation where such compliance would have mitigated the Indemnitee(sLoss, the Indemnifying Party will not be liable for the amount by which the Loss would have been reduced. (e) seeks The sole remedies of the Buyer Indemnified Parties in connection with the sale and purchase of the Capital Interests, Loan Notes and Aviation Loans will be as set out in this Agreement. (f) Each of the parties to be indemnified this Agreement acknowledges, and represents and warrants to each other party that is has neither made nor given, nor relied upon, any representation, warranty, promise or undertaking, statement or conduct in entering into or agreeing to the terms and conditions of this Agreement except those representations and warranties as expressly set out in this Agreement and except as set forth herein, the Sellers are selling the Companies on an “as is, where is basis” and to the fullest extent allowed by law, disclaim all other warranties, representations and guarantees, whether express or implied. (g) Except with respect to Losses actually awarded or otherwise payable by any Indemnified Party pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)a third party claim brought against an Indemnified Party, at which time the Indemnitee(s) no Indemnified Party shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; Article 12 for lost profits, punitive damages, exemplary damages, special damages or similar damages (d) no Seller shall be liable including damages calculated as or have any indemnification obligation for the breach based on a multiple of any representations earning or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement lost proceeds or for the actions profits or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingsimilar methodology).

Limitations. Notwithstanding anything The Company’s obligations under this Article VI are subject to the contrary in this Agreementfollowing limitations: (a) no claim may The amount of an Indemnified Person’s indemnifiable Damages will be made offset by the amount of (x) any Indemnitee(sinsurance proceeds actually recovered by such Indemnified Person from insurers and (y) any indemnity, contribution or other similar payments received by such Indemnified Person from Third-Parties (other than Affiliated Institutions) with respect to such Damages. (i) If an Indemnified Person receives mitigating insurance proceeds, recoveries from Third-Parties (other than Affiliated Institutions) for any indemnifiable Damages after an indemnification payment is made in respect of such Damages, then the Indemnified Person will promptly pay to the Company the amount of such insurance proceeds and third-party recoveries when and to the extent actually received. An Indemnified Person need not remit to the Company any offsetting payment under this Section 6.4(a)(i) in excess of the amount previously paid by the Company to such Indemnified Person in respect of the underlying indemnifiable Damages. (ii) This Section 6.4(a) notwithstanding, an Indemnified Person may submit and pursue indemnity claims in accordance with this Article VI, and the Company will be obligated to indemnify the Indemnified Person, before the Indemnified Person has pursued any available recovery from insurers and Third-Parties. (iii) The Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to pursue available recoveries from insurers or Third-Parties (other than Affiliated Institutions) pursuant to Section 11.2(aany contractual rights to indemnification, reimbursement, offset or recovery against such Third-Parties in respect of any indemnifiable Damages. Subject and secondary to the preceding obligation of the Company, an Indemnified Person seeking indemnity under this Article VI will use commercially reasonable efforts to timely pursue available recoveries from insurers or Third- Parties (other than Affiliated Institutions) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)any contractual rights to indemnification, at which time the Indemnitee(s) shall be entitled to indemnification for all reimbursement, offset or recovery against such Losses (including all Losses included within the Threshold Amount);Third-Parties in respect of any indemnifiable Damages. (b) the maximum aggregate indemnification obligation An Indemnified Person will not be entitled to recover or make a claim for any amounts in respect of each Seller for money damages pursuant to Section 11.2(a)special or punitive damages, other than with respect such damages as the Indemnified Person may be required to pay to Third-Parties as a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share result of the Escrow Amount, facts and in the case of Jadevaia, circumstances underlying such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);indemnification claim. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller Nothing in this Agreement may be construed to require or for the actions or inaction permit indemnification of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses an Indemnified Person to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingnot permitted under applicable Law.

Limitations. (a) Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties for any Losses with respect to the matters contained in Section 9.2(a)(i) unless and until the aggregate of all Losses therefrom for which SE Corp would otherwise be liable exceeds an amount equal to $106,000,000 (the “Deductible”), after which SE Corp shall only be liable for Losses in excess of the Deductible. (b) Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties with respect to the matters contained in Section 9.2(a)(i) for any individual Loss (or series of related Losses arising from a common set of facts), except to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $2,000,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 9.4(a). (c) In no event shall SE Corp’s aggregate liability to the SEP Indemnified Parties for Losses with respect to the matters contained in Section 9.2(a)(i) exceed $1,060,000,000 (the “Cap”), except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, in which case SE Corp’s aggregate liability to SEP Indemnified Parties pursuant to Section 9.2(a)(i) for such Losses shall not exceed an amount equal to the Cash Distribution. (d) In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties for Losses with respect to matters contained in Section 9.3(a)(i) exceed $1,060,000,000. In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties in respect of the SE US Liabilities pursuant to Section 9.3(a)(iv) exceed $50,000,000. (e) As to any Losses claimed by an SEP Indemnified Party and suffered by a Company, 100% of such Losses (and not just the percentage thereof that represents SEP’s interest in such Company) shall be counted towards the Deductible and the Cap hereunder. To the extent any SEP Indemnified Party other than a Company has a claim under Section 9.2(a)(i) or under Section 6.8(a) for Losses suffered by any of the Companies, such SEP Indemnified Party shall only be entitled to recover the percentage of such Losses that represents SEP’s interest in the relevant Company. (f) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement:, in no event shall an Indemnifying Party be liable under this Article IX for any exemplary, punitive, special, consequential, incidental or indirect damages, including lost profits or diminution of value or any loss of goodwill or possible business after any Closing, whether actual or prospective, except to the extent any such damages are included in any Third-Party Claim against a SEP Indemnified Party for which such SEP Indemnified Party is entitled to indemnification under this Agreement. (ah) Each Indemnified Party shall use commercially reasonable efforts to mitigate their respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no claim may liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Party made such efforts. Without limiting the generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or reasonably would be made by any Indemnitee(s) for indemnification pursuant expected to Section 11.2(a) unless and until the aggregate amount of Losses result in an indemnified Loss or a Third-Party Claim for which the Indemnitee(s) seeks Indemnifying Party may have Liability to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Indemnified Party, such Seller’s Pro Rata Share of Indemnified Party shall notify the Escrow Amount, Indemnifying Party promptly and implement such reasonable actions as the Indemnifying Party shall request in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation writing for the breach purposes of any representations or warranty made by any other Seller in Article IV of this Agreement, mitigating the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any possible Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingarising therefrom.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by In any Indemnitee(s) for indemnification case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to Section 11.2(a) unless and until this Article XI, such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”expenses incurred by it in procuring such recovery), at which time but not in excess of the Indemnitee(ssum of (i) shall be entitled any amount previously so paid by the Indemnitor to indemnification for all or on behalf of the Indemnified Party in respect of such Losses matter and (including all Losses included within ii) any amount expended by the Threshold Amount);Indemnitor in pursuing or defending any claim arising out of such matter. (b) the maximum aggregate indemnification obligation In no event shall any party be liable for any special, incidental, consequential (including loss of each Seller for money damages pursuant to Section 11.2(arevenues or profits), other than with respect to a claim for indemnification exemplary or punitive damages or diminution of value or any damages based on any type of multiple, whether arising from under any breach legal or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification equitable theory or arising from any breach under or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (ec) no Indemnitor Aon shall have not be required to indemnify and hold harmless any right to indemnification Buyer Group Member pursuant to Section 11.2(e11.1(a) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were matter in question was included in the computation of the Net Working Capital calculation Worth Adjustment Amount pursuant to Section 4.5. (d) Except for remedies that cannot be waived as a matter of law and have previously been recovered by Purchaser through an adjustment injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. Anything herein to the Initial Closing Price at Closingcontrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Aon or Buyer, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.

Limitations. (1) Notwithstanding any other provision of this Agreement: (a) any Claim arising out of any breach or inaccuracy of any the Fundamental Company Representations or any breach of any covenant of the Company shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 9.03 or Section 9.04 is delivered by the Glencore Indemnitee to the Company on or prior to the latest date permitted by applicable law (or in the case of the covenants of the Company, such shorter period expressly specified therein); and (b) any Claim arising out of any breach or inaccuracy of any of the representations and warranties of the Company contained in this Agreement, other than the Fundamental Company Representations, shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 9.03 or Section 9.04 is delivered by the Glencore Indemnitee to the Company within 12 months of the date of this Agreement. (2) Notwithstanding Section 9.02(1), any Claim arising out of any breach or inaccuracy of any representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud may be brought at any time on or prior to the latest date permitted by Applicable Law. (3) Notwithstanding any other provision of this Agreement: (a) the Company shall not be liable to any Glencore Indemnitee in respect of any breach of any representation or warranty of the Company in this Agreement: (i) for any individual claim (or series of related claims) for Losses unless the amount of Losses in respect of such claim (or series of related claims) exceeds $[Redacted - Commercially sensitive information]; and (ii) unless and until the aggregate amount of all Losses exceeds $[Redacted - Commercially sensitive information] and then only to the extent of such excess; and (b) the Company's maximum liability under Section 9.01 shall not exceed $[Redacted - Commercially sensitive information] in the aggregate; provided that the foregoing limitations shall not apply in the case of fraud by the Company. (4) Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable under this Agreement in respect of: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of consequential, special, indirect, multiple-of-profit or punitive damages or Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount)in connection with a Direct Claim; (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ Loss which is contingent unless and ▇▇▇▇▇▇▇▇▇▇, until such Seller’s Pro Rata Share of the Escrow Amount, contingent Loss becomes an actual Loss that is due and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)payable; (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate Loss to the consideration actually received extent that such Loss arises as a result of a failure by such Seller pursuant Glencore to comply with any of its obligations under this Agreement; (d) no Seller shall be liable any changes in Applicable Law or have any indemnification obligation for the breach changes in generally accepted interpretation or application of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this AgreementApplicable Law; andor (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative changes in Applicable Accounting Standards or generally accepted interpretation or application of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingApplicable Accounting Standards.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnitee(s) for indemnification Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 11.2(a8.2(a)(i) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (iA) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) a breach of any of the case Fundamental Representations pursuant to Section 8.2(a)(i) or (2) Sections 8.2(a)(ii) through 8.2(a)(ix), inclusive, the aggregate liability of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇each Company Escrow Party shall be limited to an amount equal to the sum of the portion of the Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such SellerCompany Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below). For Losses arising in connection with any Indemnification Claim based on a breach of any of the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 20% of the sum of the portion of Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, and in caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of Jadevaiaany Indemnification Claim arising out of Section 8.2(a)(i), or Section 8.3(a), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be obligated to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, until the total amount of Losses with respect to the aforementioned claims that the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, are entitled to recover exceeds $350,000 (the “Threshold”). If such Seller’s Pro Rata Share Losses exceed the Threshold, then the Indemnifying Party shall be responsible to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in no way limit, and the Threshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud. (b) The aggregate liability of Parent to all Company Indemnified Parties under this Article VIII shall be limited to an amount equal to Merger Consideration. (c) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to indemnify and hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party prior to the expiration of the applicable Survival Period. (d) The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount plus is paid to Parent in satisfaction of Indemnification Claims, any additional liability of the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Company Escrow Parties under Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) 8.2 shall be limited in satisfied from other assets of the aggregate to the consideration actually received Company Escrow Parties, including by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach offset of any representations or warranty made amounts not yet paid by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in Parent under this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andOperative Document. The aggregate value of Indemnification Claims paid to the Parent Indemnified Parties shall be deemed to reduce the Merger Consideration. (e) no Indemnitor shall have The amount of any right to Losses for which indemnification is sought pursuant to Section 11.2(ethis Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party from any third party insurance carrier that is not an Affiliate of Parent, net of any increase in insurance premiums or other costs, including deductibles, incurred in connection with respect recovering such insurance proceeds; (ii) the amount of any indemnity or contribution actually recovered by any Indemnified Party from any third party that is not an Affiliate of Parent, net any costs incurred in connection with recovering any such amounts; provided, however, that the foregoing in no way obligates any Indemnified Party to purchase or maintain any third party insurance policy or to seek recovery of any such insurance proceeds or indemnity or contribution amounts from any Person; and (iii) the amount of any Tax benefit actually recognized by Parent or any of its Affiliates in the taxable year in which such Losses are incurred or the indemnification payment therefor is made pursuant to this Article VIII (as such actually recognized amount is determined in good faith by Parent). (f) Notwithstanding anything in this Article VIII to the contrary, Losses shall not include exemplary or punitive damages or consequential damages that are not reasonably foreseeable, except in each case to the extent awarded by a court, arbitrator or other Governmental Body to a third party and paid to such third party by an Indemnified Party. (and only to g) Solely for purposes of determining the extent) such Losses are duplicative amount of Losses that were included under Sections 8.2 and 8.3 (but not for purposes of determining whether a breach of any representation, warranty, covenant or obligation has occurred), all qualifications and limitations as to materiality, Company Material Adverse Effect and words of similar import set forth in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Agreement shall be disregarded.

Limitations. (a) Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) except in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇(A) fraud, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment willful breach or intentional misrepresentation or (if any); (cB) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(aMultiple Closings Indemnification, (i) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) an Indemnified Party shall not be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right entitled to indemnification pursuant to Section 11.2(e7.2 unless and until the total amount of the Losses incurred by all Indemnified Parties exceeds the amount equal to (x) the total Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event the Indemnified Parties shall be entitled to receive indemnification of the full amount of the Losses (including, for the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses must exceed Twenty-Five Thousand Dollars (US$25,000)), and (ii) the aggregate Liability of the Indemnifying Parties to the Indemnified Parties for indemnification under Section 7.2 shall be limited to the total Purchase Price received by the Selling Shareholder under Section 2.5. (b) The amount of any Losses incurred by any Indemnified Party shall be reduced by the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any Losses deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or in connection with, insurance payments for the Losses. Such Indemnified Party shall use commercially reasonable efforts to effect any such recovery. (c) For the avoidance of doubt, any Liability under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, and only no Indemnified Party shall be entitled to recover the extent) such same Losses are duplicative or obtain payment, reimbursement or restitution for the same expenses more than once in respect of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingany inaccuracy or breach of any provision of this Agreement.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Reliant shall not be made by liable for any Indemnitee(s) for indemnification pursuant to Loss described in Section 11.2(a8.1(a) unless and until the aggregate amount of all such Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds Reliant is liable is in excess of Five Hundred Thousand Dollars ($50,000 (the “Threshold Amount”500,000), in which event, Reliant shall be liable for all Losses in excess of such amount. Notwithstanding the foregoing, subsequent to the Closing Date in no event shall the liability of Reliant under Section 8.1(a) exceed Ten Million Dollars ($10,000,000) in the aggregate; provided that such limitation shall not apply to any breach of any of the representations or warranties of Reliant set forth in Sections 5.1, 5.2, 5.4(a), and 5.8 of this Agreement. (b) For the avoidance of doubt and without limitation to the provisions of Articles V and VI, neither Indemnifying Party shall have any obligation to indemnify, defend and hold harmless the Indemnified Party from and against any portion of Losses under Section 8.1 or Section 8.2 to the extent that such portion of such Losses results directly from any action taken by, omission of, or at which time the Indemnitee(sexpress written request of, such Indemnified Party. (c) No Party hereto shall be entitled to indemnification recover for all such any Losses (including all Losses included within or other amounts due from the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller Party pursuant to this Agreement or any Other Agreement by retaining or setting off amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such first Party to such second Party hereunder or under any Other Agreement or under any document or instrument delivered pursuant hereto or thereto or in connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any right of set-off expressly provided for in any Other Agreement;, which does not involve setting off amounts due under this Agreement. (d) no Seller All amounts paid by Reliant or Oscient under this Article VIII shall be liable or have any indemnification obligation treated for all purposes as adjustments to the breach of any representations or warranty made Purchase Price. In the event that treatment as an adjustment to the Purchase Price is disputed by any other Seller in Article IV of this Agreementtaxing authority, the breach Party receiving notice of any covenant such dispute shall promptly notify and consult with the other Party concerning resolution of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andsuch dispute. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses Notwithstanding anything to the extent contrary contained in this Agreement, in no event shall the liability of Reliant under Section 8.1(b) for non-compliance or any breach of the covenant and agreement set forth in Section 7.17 exceed Two Million Two Hundred Fifty Thousand Dollars (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing$2,250,000).

Limitations. The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this Agreement: Section 8, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) no claim may be made such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation does not include any statement as to or any admission of each Seller for money damages pursuant fault, culpability or a failure to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach act by or inaccuracy on behalf of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingIndemnified Person.

Limitations. A. Indemnifying Party shall not be obligated to pay for any Loss or Damage under this Article 9 (other than for Third-Party Claims) until the amount of such Loss or Damage for that claim exceeds a threshold, in the aggregate, of one-hundred thousand Euro (€ 100,000), in which event Indemnifying Party shall pay or be liable for all such Loss or Damage from the first Euro. The Threshold shall be adjusted annually on January 1 to compensate for inflation as reflected in the Inflation Index. B. Notwithstanding anything to the contrary in this Agreement: (a) no claim may , Indemnifying Party shall not be made by obligated to indemnify, defend, or hold harmless Indemnified Party against any Indemnitee(s) for indemnification Indemnification Claim pursuant to Section 11.2(aArticle 9.2. (whether a direct claim or a Third-Party Claim) unless and until if such Indemnification Claim or corresponding Loss or Damage arises out of or results from Indemnified Party’s Gross Negligence or Willful Misconduct. C. Except for Claims under the aggregate amount of Losses for Environmental Agreement, the Indemnified Party must submit to the Indemnifying Party any claim pursuant to Article 9.2. (whether a direct claim or a Third-Party Claim) within three (3) years after the date on which the Indemnitee(sIndemnified Party had or should have had knowledge of any Loss or Damage, Third-Party Claim, or discovery of facts or circumstances upon which Indemnified Party could base a claim under Article 9.2. D. For the avoidance of doubt, Indemnified Party must make a claim under Article 9.2. within such three (3) seeks year period, after which time, the Indemnified Party waives any such Indemnification Claim, and that Indemnification Claim shall not be brought or initiated by Indemnified Party against Indemnifying Party thereafter. E. Without prejudice to be indemnified pursuant anything to Section 11.2(athe contrary in the Agreement, a Party’s total liability to the other for any claim arising out of or in connection with the Agreement including without limitation for breach of contract, breach of warranty, breach of statutory duty, or tort, shall not exceed the price of the relevant quantity of the SUMF Item if delivered (in case of supply of utilities, materials) exceeds $50,000 or the price of the relevant service (in case of supply of services, facilities) if performed or if liability arises from a failure to deliver or to take delivery or to perform, the “Threshold Amount”price of the relevant quantity of the SUMF Item had it been delivered (in case of supply of utilities, materials) or the price of the relevant service had it been performed (in case of supply of services, facilities). This limitation shall not apply in respect of liabilities resulting from Third-Party Claims, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);or from cases of fraud, Willful Misconduct and/or Gross Negligence. (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with F. With respect to any SUMF Items the provision of which requires Supplier to procure utilities from a claim Third-Party as indicated in the relevant Schedules or Sub-schedules, Supplier’s liability to Purchaser for indemnification arising from any breach Loss or inaccuracy Damage incurred due to Supplier’s failure to provide such SUMF Item, when and to the extent such failure is due in whole or in part to the failure of any Fundamental Representationsthe Third-Party utility provider to perform, shall will be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇amount Supplier is contractually, or statutorily, permitted to recover from such Seller’s Pro Rata Share of Third-Party utility provider, without regard to the Escrow Amountamount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration , actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.Supplier from such Third-Party utility provider. This limitation of liability shall not apply in respect of liabilities resulting from Third-Party Claims under Article 9.2

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnitee(s) for indemnification Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 11.2(a8.2(a)(i) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (iA) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) any of the case Fundamental Representations pursuant to Section 8.2(a)(i), or (2) Sections 8.2(a)(ii) through 8.2(a)(vi), inclusive, the aggregate liability of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇each Company Escrow Party shall be limited to an amount equal to the Merger Consideration which has been paid or is payable to such Company Escrow Party, including such SellerCompany Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below). For Losses arising in connection with any Indemnification Claim based on the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 40% of the Merger Consideration which has been paid or is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, and in caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of Jadevaiaany Indemnification Claim arising out of Section 8.2(a)(i)-(iii), or Section 8.3(a)-(b), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be obligated to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, until the total amount of Losses with respect to the aforementioned claims that the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, are entitled to recover exceeds $200,000 (the “Threshold”). If such SellerLosses exceed the Threshold, then the Indemnifying Party shall be responsible to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in no way limit, and the Threshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud or a breach of any of the Fundamental Representations or as otherwise set forth in the Disclosure Memorandum. The liability of the Company Escrow Parties (x) for Losses based on breach of the covenant set forth in Section 6.9(a) shall be limited to the same extent as liability is limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the underlying representation or warranty to which such breach of covenant relates and (y) for Losses based on breach of the covenant set forth in Section 6.1(b)(xvii) shall be limited to the same extent as liability would be limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the IP Representations; provided, however, the limitations on liability set forth in clauses (x) and (y), above, shall not apply to the extent the applicable covenant was breached with intent to deceive, or conceal information from, Parent; and provided, further, that the foregoing limitations on liability shall in no way bear on whether or not a condition to closing set forth in Article IV has been satisfied or on Parent’s Pro Rata Share termination rights pursuant to Article VII. (b) The aggregate liability of Parent to all Company Indemnified Parties under this Article VIII shall be limited to an amount equal to Net Merger Consideration. (c) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to indemnify and hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party prior to the expiration of the applicable Survival Period. (d) The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount plus is paid to Parent in satisfaction of Indemnification Claims, any additional liability of the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Company Escrow Parties under Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) 8.2 shall be limited in satisfied from other assets of the aggregate to the consideration actually received Company Escrow Parties, including by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach offset of any representations or warranty made amounts not yet paid by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in Parent under this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andOperative Document. The aggregate value of Indemnification Claims paid to the Parent Indemnified Parties shall be deemed to reduce the Merger Consideration. (e) no Indemnitor shall have The amount of any right to Losses for which indemnification is sought pursuant to Section 11.2(ethis Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party from any third party insurance carrier that is not an Affiliate of Parent, net of any increase in insurance premiums or other costs, including deductibles, incurred in connection with respect recovering such insurance proceeds and (ii) the amount of any indemnity or contribution actually recovered by any Indemnified Party from any third party that is not an Affiliate of Parent, net any costs incurred in connection with recovering any such amounts; provided, however, that the foregoing in no way obligates any Indemnified Party to purchase or maintain any Losses third party insurance policy or to seek recovery of any such insurance proceeds or indemnity or contribution amounts from any Person. (f) Solely for purposes of determining the extent (and only to the extent) such Losses are duplicative amount of Losses that were included under Sections 8.2 and 8.3 (but not for purposes of determining whether a breach of any representation, warranty, covenant or obligation has occurred), all qualifications and limitations as to materiality, Company Material Adverse Effect and words of similar import set forth in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Agreement shall be disregarded.

Limitations. Notwithstanding anything herein to the contrary contrary: no Seller shall incur or have any liability to indemnify the Buyer Indemnitees under Section 12.03(b) (except with respect to breaches of any Fundamental Representations or breaches of the representations and warranties contained in this Agreement: Section 6.01(i) or Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by a Seller)) unless (a) the individual amount of any Liability subject to indemnification is greater than or equal to $100,000 and (b) where the aggregate total of all such Liabilities for which all Sellers are liable under this Agreement (after the application of the provisions of clause (a) above) equals or exceeds 2% of the Purchase Price (the “Indemnity Deductible”). In the event that the sum of all such Liabilities exceeds the Indemnity Deductible, then such Seller’s obligation to indemnify the Buyer Indemnitees shall be applicable only to the portion thereof that exceeds the Indemnity Deductible. For avoidance of doubt, no claim may be Seller will have any obligation or Liability to Buyer Indemnitees under this Article XII for amounts for which a downward adjustment was made by any Indemnitee(s) for indemnification to the Purchase Price pursuant to Section 11.2(a) unless and until 3.04. For the aggregate sole purpose of determining whether the amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than any Liability with respect to a claim for indemnification arising from associated with a breach of representation or warranty hereunder exceeds the individual $100,000 threshold or collectively with all other claims, the Indemnity Deductible, any breach dollar thresholds or inaccuracy materiality or Material Adverse Effect qualifiers in such representations and warranties shall be disregarded. Sellers’ aggregate liability under Section 12.03(b) for breaches of representations and warranties (other than breaches of Fundamental Representations and breaches of the representations and warranties contained in Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by any Fundamental Representations, Seller)) shall be limited to ten percent (i10%) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingPurchase Price.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant The provisions of Sections 6.5 and 6.6 are applicable to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);this Article VIII. (b) Seller shall have no liability under Sections 8.2(a) or 8.2(b) for any Damages in any way arising out of or related to an actual or proposed Development at a Business Property after the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Closing. (c) the maximum aggregate indemnification obligation of each Seller for money damages The Parties agree that any Damages incurred by Buyer in investigation or remediation activities that are not required pursuant to Environmental Laws shall not be deemed a mandatory obligation for purposes of Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;8.2(a). (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller Costs and expenses incurred in connection with this Agreementinvestigation and remediation of a Release of Materials of Environmental Concern shall be indemnifiable under Section 8.2(a) only to the extent (i) required for the remediation of Materials of Environmental Concern to levels that will permit continued industrial uses at the Business Properties or that meet risk-based cleanup standards based upon industrial use of the Business Properties under applicable Environmental Laws as of the date the remediation is completed; andor (ii) necessary to obtain a "no further action" letter or equivalent from a Governmental Entity with primary jurisdiction therefor. (e) no Indemnitor This Article VIII shall have be the sole and exclusive remedy of (i) Buyer and its Affiliates against Seller or any of its Affiliates, and their respective present or former officers, directors and employees, agents, attorneys or contractors, and (ii) Seller and its Affiliates against Buyer or any of its Affiliates, and their respective present or former officers, directors and employee, agents, attorneys or contractors, for any and all claims, Damages or other matters related directly or indirectly to the Business and arising at any time under Environmental Laws, or under any common law with respect to Materials of Environmental Concern. (f) Buyer and Seller hereby waive (and shall cause their respective Affiliates and the respective successors and assigns of Buyer, Seller and their respective Affiliates to waive) any right to indemnification pursuant to Section 11.2(e) seek contribution or other recovery from each other or their respective Affiliates or any present or former officer, director or employee, agent attorney or contractor of Buyer, Seller or any of their respective subsidiaries with respect to any Losses events related directly or indirectly to the extent Business prior to the Closing that Buyer and its Affiliates or any of them may now or in the future have under any Environmental Law or any common law providing for any remedy or right of recovery with respect to Environmental Matters or Materials of Environmental Concern other than as expressly provided for in this Article VIII. Buyer and Seller hereby release (and only shall cause their respective Affiliates and the respective successors and assigns of Buyer, Seller and their respective Affiliates to the extentrelease) each other and their respective Affiliates and all present or former officers, directors and employees, agents, attorneys or contractors of Buyer, Seller or any of their respective subsidiaries from any and all such Losses are duplicative claims, demands and causes of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingaction.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIII, an Indemnified Party shall be entitled to indemnification only if it makes a claim for indemnification to the Indemnifying Party on or before the expiration of the survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement. (b) Notwithstanding anything to the contrary in this Agreement: (ai) no claim may an Indemnifying Party shall be made by any Indemnitee(sliable under Section 8.01(a) for indemnification pursuant to (in the case of the Company’s liability) or Section 11.2(a8.02(a) unless and until (in the case of the Investor’s liability) only if the aggregate amount of indemnifiable Losses for which arising under Section 8.01(a) (in the Indemnitee(scase of the Company’s liability) seeks to be indemnified pursuant to or Section 11.2(a8.02(a) (in the case of the Investor’s liability) exceeds $50,000 7,500,000 (the “Threshold AmountDeductible”), at which time whereupon (subject to the Indemnitee(sprovisions of Section 8.03(b)(ii)), such Indemnifying Party shall be obligated to pay in full all such amounts in excess of the Deductible; provided that the Deductible shall not apply to Losses incurred by an Indemnified Entity as a result of any inaccuracy in or breach of any of the Fundamental Representations; and (ii) in no event shall any Party’s aggregate liability to the Indemnified Parties of the other Party under Section 8.01(a) (in the case of the Company’s liability) or Section 8.02(a) (in the case of the Investor’s liability) exceed $75,000,000; provided that the foregoing provisions of this Section 8.03(b)(ii) shall be entitled not apply to indemnification for all such limit any Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to incurred by an Indemnified Entity as a claim for indemnification arising from any breach or inaccuracy result of any inaccuracy in or breach of any of the Fundamental Representations, liability under which shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Purchase Price. (c) The Indemnifying Party shall be subrogated to any right, defense or claim that the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Indemnified Party may have against any other Person with respect to any matter for which it provides full indemnification hereunder. Such Indemnified Party shall cooperate with the Indemnifying Party in a claim for indemnification arising from reasonable manner, at the sole cost and expense of the Indemnifying Party, in presenting any breach subrogated right, defense or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;claim. (d) no Seller All indemnifiable Losses shall be liable or have any indemnification obligation for the breach determined without duplication of any representations or warranty made by any recovery under other Seller in Article IV provisions of this Agreement. Without limiting the generality of the prior sentence, the if a set of facts, conditions or events constitutes a breach of any more than one representation, warranty, covenant or agreement of any other Seller in this Agreement that is subject to an indemnification obligation under this Article VIII, only one recovery of indemnifiable Losses shall be allowed with respect to such set of facts, conditions or for events, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the actions same set of facts, conditions or inaction of any other Seller in connection with this Agreement; andevents. (e) no Indemnitor No Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby. (f) Neither Party shall have any right to indemnification off-set or set-off any payment due pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article VIII.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) In the absence of fraud, (A) neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under Section 8(b)(i)(A) of this Agreement in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations misrepresentation or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received breach by such Seller pursuant to this Agreement; (d) no Seller shall be liable Hosting or have any indemnification obligation for the breach Networks of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller set forth in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (B) the aggregate obligation of Networks and Hosting to indemnify, defend and hold the VitalStream Indemnitees harmless hereunder shall be limited to $800,000. In the event a VitalStream Indemnitee seeks indemnification for Losses pursuant to this Section 8, such VitalStream Indemnitee's sole recourse shall be against the Escrow Shares, (as defined in the Escrow Agreement). Any recourse against the Escrow Shares shall be made based upon the Fair Market Value of the Escrow Shares as determined on the day immediately prior to the date on which a Claims Notice (as defined in the Escrow Agreement) is sent by VitalStream. (ii) In addition to the limitations set forth in Section 8(f)(i) of this Agreement, neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under this Agreement in respect of any Liability or Claim arising out of or related to (A) the methodology and billing practices utilized by Networks and Hosting to charge its customers for services (including bandwidth) other than Losses incurred by VitalStream based upon any third-party Claim brought against VitalStream with respect to such methodology and billing practices and (B) the failure by Networks or Hosting to transfer any of the assets set forth on Schedule 8(f)(ii). (iii) In the absence of fraud, (A) VitalStream shall have no Liability, nor be subject to any Claim, under Section 8(c)(i)(A) of this Agreement in respect of any misrepresentation or breach by VitalStream of any representation or warranty set forth in this Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extentextent of such excess and (B) the aggregate obligation of VitalStream to indemnify, defend and hold Purchase Share Indemnitees harmless hereunder shall be limited to $800,000. In the event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this Section 8, such Losses are duplicative Purchase Share Indemnitee's sole remedy shall be the issuance by VitalStream of Losses that were included additional shares of Common Stock to such Purchase Share Indemnitee with an aggregate Fair Market Value (as determined on the day immediately prior to the date on which a Purchase Share Indemnitee sends a notice of an indemnifiable Loss to VitalStream under this Section 8) equal to such indemnifiable Losses; provided, however, the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this Section 8 shall not exceed a number of shares of Common Stock equal to the number of Escrow Shares. Notwithstanding the foregoing, in the Net Working Capital calculation and have previously been recovered event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this Section 8 in respect of a breach by Purchaser through VitalStream or Buyer of Section 6(m) or Section 6(n) of this Agreement, such Purchase Share Indemnitee shall be entitled to Cash from VitalStream in an adjustment amount equal to the Initial Closing Price at Closingamount of such Indemnifiable Losses.

Limitations. Notwithstanding anything to the contrary in this Agreementcontained herein or under any applicable law: (a) no No Acquiror Indemnified Person may recover any amounts in respect of any claim may be made by any Indemnitee(s) for indemnification that is made pursuant to Section 11.2(athis Agreement and does not involve: (i) a Fundamental Representation or (ii) Fraud, (iii) Pre-Closing Taxes, (iv) any matter for which specific indemnification is available to an Acquiror Indemnified Person, unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to Damages that may be indemnified pursuant to Section 11.2(a) claimed exceeds US $50,000 (the “Threshold AmountThreshold”), at which time and once the Indemnitee(s) shall be entitled to Threshold has been reached, the Acquiror Indemnified Person may make claims for indemnification and may receive amounts for all such Losses Damages (including all Losses included within the Threshold Amount);amount of the Threshold) pursuant to the terms herein. (b) the maximum The total and aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, under this Agreement and applicable law shall be limited to (A) the aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof with respect to (i) breaches of the Fundamental Representations; (ii) breaches of the Company’s and/or Seller’s covenants under this Agreement, and (B) an aggregate amount of A$1,500,000 for breach of the representation and warranties set forth in Section 3.8 (Intellectual Property), otherwise the total and aggregate indemnification under this Agreement and/or applicable law shall be limited to the aggregate amount A $900,000. In the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇Fraud, such Liability for Damages shall be unlimited with respect to Seller’s Pro Rata Share . Nothing shall prevent or restrict the Acquiror Indemnified Person from seeking (A) injunctive or other equitable relief to enjoin the breach, or threatened breach, of any provision of this Agreement or any Transaction Document, (B) specific performance of the Escrow Amountprovisions of this Agreement or any Transaction Document, and in (C) declaratory relief with respect to this Agreement or any Transaction Document. In any event and notwithstanding anything to the case of Jadevaiacontrary herein or under any applicable law or agreement, such Seller’s Pro Rata Share will the aggregate liability of the Escrow Amount plus Seller under this Agreement exceed the Earnout Payment (if any);aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof. (c) the maximum aggregate indemnification obligation Damages shall be calculated net of each Seller for money actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums), it being understood that Acquiror Indemnified Person shall be obligated to take reasonable actions to reduce damages pursuant to Section 11.2(a) seek recovery under any insurance policies with respect to a claim for indemnification arising from any breach particular Damages and the failure of an Acquiror Indemnified Person to seek recovery under any insurance policies shall not in any way affect or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by modify such Seller pursuant to Acquiror Indemnified Person’s rights under this Agreement;Article 11. (d) no Seller shall In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be liable true and correct as of any particular date or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller default in connection with this Agreementany covenant or agreement, any knowledge materiality or Material Adverse Change standard or qualification, or standard or qualification that a matter be or not be “reasonably expected” or “reasonably likely” to occur, contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded; andprovided that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid. (e) no Indemnitor shall Notwithstanding anything to the contrary herein, (i) Seller will not have any right to indemnification pursuant to Section 11.2(e) of indemnification, contribution or right of advancement from Acquiror, the Company or any other Acquiror Indemnified Person with respect to any Losses Damages claimed by any Acquiror Indemnified Person, the rights and remedies of the Acquiror Indemnified Persons after the Closing shall not be limited by any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Acquiror Indemnified Person prior to the extent Closing regarding any failure, breach or other event or circumstance or (and only B) any waiver of any condition to the extentClosing related thereto and (iii) if an Acquiror Indemnified Person’s claim under this Article 11 may be properly characterized in multiple ways in accordance with this Article 11 such Losses are duplicative of Losses that were included such claim may or may not be subject to different caps and other limitations depending on such characterization, then such Acquiror Indemnified Person shall have the right to characterize such indemnifiable matter in a manner that maximizes the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingrecovery permitted in accordance with this Article 11.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Notwithstanding any provision in this Agreement to the contrary, the following matters shall not be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless Indemnifiable Events and until the aggregate amount of Losses for which Company shall not indemnify the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);Indemnitee: (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in connection with any claim made against the case Indemnitee for payments to the Company of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act; or (ii) for violations of Federal or state ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ laws; or (iii) for the amount of any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or the Company’s clawback policy (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, such Seller’s Pro Rata Share or payment to the Company of profits arising from the purchase and sale by Indemnitee of securities within the meaning of Section 306 of the Escrow Amount▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002); or (iv) if such indemnification is prohibited by applicable law. (b) Notwithstanding any provision in this Agreement to the contrary, and the Company shall not advance or pay Expenses in connection with any Proceeding initiated by the case Indemnitee, unless: (i) the Company has joined in or the Board of Jadevaia, such Seller’s Pro Rata Share Directors of the Escrow Amount plus Company (the Earnout Payment (if any)“Board”) has approved the initiation of such Proceeding; (cii) the maximum aggregate Proceeding is one to establish or enforce indemnification obligation of each Seller for money damages pursuant to Section 11.2(aor expense advancement and payment rights under this Agreement and/or recovery under any directors’ and officers’ liability insurance policies maintained by the Company; or (iii) such Expenses arise in connection with respect any compulsory counterclaim or any affirmative defense asserted by the Indemnitee in a claim not initiated by Indemnitee, or any counterclaim raised by the Indemnitee that directly responds to a claim for indemnification arising from any breach against the Indemnitee that, if successful, would negate one or inaccuracy more of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to affirmative claims against the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingIndemnitee.

Limitations. (a) No Party shall be required to indemnify any other party for any otherwise indemnifiable Loss to the extent such Loss is specifically included in the final calculation of the Closing Cash Proceeds. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) no Agreement as it relates to any claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(aSections 9.02 or 9.03, each Party shall, and shall cause its affiliated Indemnitees to, use commercially reasonable efforts to seek recovery, at its or their own expense, under all applicable insurance policies (including the R&W Insurance Policy), and indemnification or reimbursement rights covering any such claim; provided that, nothing in the foregoing shall (i) unless and until require any Indemnitee to commence litigation against any insurer or (ii) limit such Indemnitee’s ability to simultaneously seek or obtain recovery against the aggregate Indemnitor. The amount of any Losses for which indemnification is provided under this Article IX will be net of any amounts actually recovered by the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Indemnitee under insurance policies (including the “Threshold Amount”R&W Insurance Policy), at which time indemnity, contribution or other third party recoveries with respect to such Losses, net of any expenses, including Taxes incurred in connection with such recovery. To the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), extent that an Indemnified Party receives any amount under insurance coverage or other than recovery with respect to a claim matter for which an Indemnitee has previously obtained payment in indemnification arising from any breach pursuant to this ARTICLE IX, Purchaser or inaccuracy Seller, as the case may be, shall, as soon as reasonably practicable after receipt of any Fundamental Representationssuch insurance proceeds or other recovery, shall be limited pay and reimburse to the other Party, up to the lower of (i) in any prior indemnification payment and (ii) the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share amount of the Escrow Amountinsurance proceeds or other recovery, minus the cost and in the case expense of Jadevaia, pursuing such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);recovery. (c) Each Indemnitee shall use commercially reasonable efforts to avoid or mitigate any Loss for which it is entitled to seek indemnification hereunder (which such efforts, for the maximum aggregate indemnification obligation avoidance of each Seller for money damages pursuant doubt, shall not obligate any Indemnitee to Section 11.2(a) with respect to file a claim for indemnification arising from lawsuit against any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;third party). (d) In no Seller shall event may an indemnified party be liable or have any indemnification obligation entitled under this Agreement to duplicate monetary recovery for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andsame Losses. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eUNDER NO CIRCUMSTANCES SHALL AN INDEMNITOR HAVE ANY LIABILITY TO ANY INDEMNITEE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS FOR, AND THE INDEMNITEE SHALL NOT HAVE THE RIGHT TO CLAIM OR RECOVER FROM THE INDEMNITOR, ANY INDIRECT, INCIDENTAL, SPECULATIVE, REMOTE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOSS OF PROFITS, DIMINUTION OF VALUE, GOODWILL OR BUSINESS OPPORTUNITIES) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingNOR SHALL ANY DAMAGES BE CALCULATED USING A “MULTIPLIER” OR ANY OTHER SUCH METHOD HAVING A SIMILAR EFFECT, WHETHER FORESEEABLE OR UNFORESEEABLE, HOWSOEVER CAUSED OR ON ANY THEORY OF LIABILITY, EVEN IF THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, EXCEPT TO THE EXTENT RECOVERED FROM THE INDEMNITEE BY A THIRD PARTY.

Limitations. Notwithstanding anything to the contrary any representation, warranty, covenant or other agreement contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for , including the rights of indemnification pursuant to provided in this Section 11.2(a) unless and until 8, the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have no obligation to release, indemnify and hold harmless any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) Buyer Indemnitee with respect to any Losses Adverse Consequence (A) associated with, attributable to or resulting from any environmental condition or circumstance (including the non-compliance with any Environmental Law and the presence of any Hazardous Substance) except to the extent the relevant condition or circumstance (x) constitutes a breach of the representation and only warranty set forth in Section 4(i) or (y) is subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi) or (B) to the extentextent relating to the Javelina Partnerships or the assets, properties, obligations, activities and other matters relating to the Javelina Partnerships, that portion of such Adverse Consequence in excess of the product derived by multiplying the Javelina Percentage Interest by the amount of such Adverse Consequence. By way of clarification, the Parties acknowledge and agree (1) that the Buyer has entered into a separate purchase agreement with each partner of the Javelina Partnerships covering such Losses partner’s interest in such Javelina Partnerships, and (2) each such purchase agreement is separate and independent from the others and is not intended to increase the Seller’s exposure for Adverse Consequences, if any. For example, if it should happen that one of the Javelina Partnerships has an Unrecorded Obligation of $100 that would constitute a breach of the representation and warranty contained in Section 4(l), the Seller’s maximum exposure with respect thereto (subject to any deductibles, caps or other limitations) would be determined by multiplying $100 by the Javelina Percentage Interest. In lieu of performing all or any portion of its Obligations under Section 8(b)(i) to the extent relating to the representation and warranty set forth in Section 4(i), or that are duplicative of Losses that were included subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi), the Seller shall have the right to remediate any such environmental condition or circumstance subject to the terms and conditions set forth in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingEnvironmental Access Agreement.

Limitations. Notwithstanding anything to the contrary set forth in this Agreement:, in no event shall the aggregate liability of a Party under this Agreement exceed the Final Cash Consideration (less the amount of any insurance proceeds received by the Buyer Indemnitees (including under the RWI Policy), in the case of Sellers’ aggregate liability). (a) no Except in the case of Fraud, a Buyer Indemnitee shall use its commercially reasonable efforts to recover for any Losses under the RWI Policy in connection with any claim may that is or would reasonably be recoverable under the RWI Policy, prior to seeking indemnification under this Agreement (to the extent that such Buyer Indemnitee is entitled to indemnification for such Losses hereunder); provided that (w) Buyers shall have satisfied such obligation if they have made a claim under the RWI Policy (together with any supporting information reasonably requested by any Indemnitee(sthe insurer) and have used commercially reasonable efforts to pursue recovery thereunder for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which such indemnification is sought and the Indemnitee(sinsurer has, in whole or in part, denied such claim under the RWI Policy or the insurer under the RWI Policy has asserted that coverage for such Losses is not available under the RWI Policy for any reason, including as a result of any exclusion or coverage limitation of the RWI Policy, (x) seeks Buyers shall have provided to Sellers copies of all claim notices to and correspondence with the insurer regarding its pursuit of recovery for such Losses, (y) Buyers shall be indemnified under no obligation pursuant to this Section 11.2(a7.5 with respect to any (i) exceeds $50,000 Reorganization Taxes, (ii) Transfer Taxes related to the Bielefeld Operations(iii) Secondary Tax Liabilities under German Tax Law, (iv) Taxes arising in connection with any Seller Transaction Expenses, (v) Taxes arising in connection with the termination (including any waiver) or settlement of Intercompany Agreements, or (vi) matters related to the effectiveness of the DPLTA or CIT/TT Fiscal Unity or the effectiveness or non-effectiveness of a VAT Fiscal Unity, or (vii) matters arising in connection with the termination of the DPLTA or the settlement of any claims under the DPLTA or any arrangements arising therefrom (e.g., transfer of a loan claim of BOG Seller 1 to BOG that has arisen from the conversion of a profit transfer claim), including in each case (i) through (vii) any interest, surcharge or other ancillary payments relating to any item within the meaning of (i) through (vii), even if arising or accruing only after the Closing, and (z) Buyers shall have no obligation to make any claim under the RWI Policy once the claims period under the RWI Policy has expired or Buyers have recovered for Losses under the RWI Policy up to the coverage limitation thereunder. Any claim made under the RWI Policy and in accordance with this Section 7.5(a) shall be deemed to have been validly made against the Sellers under Section 7.6 and such claim shall survive indefinitely. To the extent ▇▇▇▇▇▇ have made claims under the RWI Policy in respect of Seller Indemnified Taxes that have resulted in exceeding the coverage limitations under the RWI Policy, Seller shall indemnify, defend and hold harmless Buyers to the same extent Buyers would have been entitled to coverage under the RWI Policy had no such claims been made pursuant to this Section 7.5(a). (b) Without limiting the last sentence of Section 7.5(a), the amount of any Losses that are subject to indemnification, compensation or reimbursement under this Article VII shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses, net of the costs of collection, increase in premiums attributable to receipt of such payments and Taxes (“Threshold AmountThird-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, at which time the Indemnitee(sIndemnified Party shall promptly pay to the Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. (c) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article VII to the extent such Losses were specifically taken into account in the determination of the amounts reflected in the adjustments to the Final Cash Consideration. (d) No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the RWI Policy) more than once in respect of the same Losses suffered. In the event that any circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, the relevant party shall be entitled to indemnification for all be indemnified or make recovery only once in respect of any such Losses (including all Losses included within the Threshold Amount);incurred. (be) Notwithstanding anything to the maximum aggregate indemnification obligation contrary herein, the rights and remedies of each Seller for money the Indemnified Parties shall not be limited by the fact that any Indemnified Party (i) had actual or constructive knowledge (regardless of whether such knowledge was obtained through such Indemnified Party’s own investigation or through disclosure by the other Party, its Representatives or any other Person) of any breach, event or circumstance, whether before or after the execution and delivery of this Agreement or the Closing, or (ii) waived (A) any breach of representation or compliance with any covenant or (B) any condition to the Closing set forth in Article V. (f) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall have any liability to an Indemnified Party in respect of, and Losses shall not include, any punitive or other similar damages pursuant unless awarded to Section 11.2(a), other than with respect a third party or any consequential or incidental damages unless a reasonably foreseeable consequence of the matter giving rise to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinghereunder.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may The Indemnitor shall be made by any Indemnitee(s) for indemnification pursuant obligated to Section 11.2(a) unless and until indemnify the Indemnitee only when the aggregate amount of all Losses for suffered or incurred by the Indemnitee as to which the Indemnitee(sa right of indemnification is provided under this Article 8 exceeds two hundred fifty thousand dollars ($250,000)) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “"Threshold Amount”"). After the aggregate of all Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, at which time the Indemnitee(s) Indemnitor shall be entitled obligated to indemnification indemnify the Indemnitee only for all such Losses (including all Losses included within in excess of the Threshold Amount); (b. The limitation in this Section 8.7(a) shall not apply to the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Seller to indemnify Purchaser as provided in Section 8.2(a)(vi). (b) The Indemnitor shall not be liable for damages in excess of the Escrow Amountactual damages suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought. The liability of the Indemnitor with respect to any Indemnification Claim shall be reduced by the tax benefit actually realized and by any insurance proceeds received by the Indemnitee as a result of any Losses upon which such Indemnification Claim is based, and in shall include any tax detriment actually suffered by the case Indemnitee as a result of Jadevaia, such Seller’s Pro Rata Share Losses or as a result of the Escrow Amount plus receipt of any payment in respect of such Indemnification Claim hereunder. The amount of such tax benefit or detriment shall be determined by taking into account the Earnout Payment (effect, if any);any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses or payment, and shall otherwise be determined so that payment by the Indemnitor of the Indemnification Claim, as adjusted to give effect to any such tax benefit or detriment, will make the Indemnitee as economically whole as is reasonably practical with respect to the Losses upon which the Indemnification Claim is based and with respect to the indemnification payment received with respect to such Indemnification Claim. Any dispute as to the amount of such tax benefit or detriment shall be resolved by arbitration as provided in Article 9 of this Agreement. (c) In no event shall the maximum aggregate indemnification obligation obligations of each ▇▇▇▇ and Seller to indemnify the Purchaser under this Agreement exceed (i) eight million ($8,000,000) dollars for money damages pursuant to Section 11.2(a) with respect to all Losses for which a claim for indemnification arising from any breach is asserted on or inaccuracy of any Fundamental Representations or pursuant prior to Sections 11.2(b)-(eJuly 1, 1999 and thereafter (ii) shall be limited in five million ($5,000,000) dollars, less the aggregate amount of claims for Losses asserted during the period from the date hereof to July 1, 1999 three year period following the date hereof (but not more than five million ($5,000,000) dollars, for all Losses for which a claim is asserted after July 1, 1999 and prior to the consideration actually received by seventh anniversary of the date hereof), provided that such limitations shall not apply to the obligation of ▇▇▇▇ and Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) indemnify Purchaser with respect to any Losses the ▇▇▇▇ Transactional Warranties or as provided in Section 8.2(a)(vi). In no event shall the obligations of Purchaser to indemnify ▇▇▇▇ or Seller under this Agreement exceed five million ($5,000,000) dollars, provided that such limitation shall not apply to the extent (obligation of Purchaser to indemnify ▇▇▇▇ and only Seller with respect to the extent) such Losses are duplicative of Losses that were included Purchaser Transactional Warranties or as provided in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingSection 8.2(b)(iii).

Limitations. (i) Notwithstanding anything in this Agreement to the contrary in this Agreement: (a) no claim may contrary, Buyer will not be made by liable to any Indemnitee(s) Seller Party for indemnification pursuant to any Losses under Section 11.2(a6.3(a)(i) unless and until the aggregate amount of the Losses for which relating to all such claims exceeds the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)Threshold, at which time Buyer shall be liable for the Indemnitee(samount of all such Losses from the first dollar in accordance with the terms hereof; provided, however, that (x) Buyer shall not have any liability for any claim (or series of related claims) that involves Losses of less than the De Minimis Amount and (y) any claim (or series of related claims) that involves Losses of less than the De Minimis Amount shall not apply towards the satisfaction of the Threshold; provided, however, that neither the Threshold nor the De Minimis Amount shall apply to the Losses resulting from breaches of the Seller Fundamental Representations. (ii) In no event will any Seller Party be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits, or diminutions in value, in each case, suffered by such Seller Party. (iii) In determining the liability of a Party for indemnification arising from any breach or inaccuracy pursuant to this Article 6, no Loss shall be deemed to have been sustained to the extent of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually proceeds previously received by such Seller Party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) or other recovery from a third party (net of all out-of-pocket costs directly related to such recovery). If an amount is actually recovered from an insurance carrier or other third party after a payment has been made by the Indemnifying Party pursuant to this Agreement;Article 6, then the party receiving such amount shall promptly remit such amount to the Indemnifying Party. (div) no The Seller shall be liable or have Parties will use commercially reasonable efforts to mitigate any indemnification obligation for the breach Losses upon becoming aware of any representations event, fact or warranty made by any other Seller in Article IV of this Agreementcircumstance that would reasonably be expected to, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right does, give rise to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLoss.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) The indemnifications provided in this Article XIII shall be the sole and exclusive remedy of the parties to this Agreement with respect to the transactions contemplated by this Agreement regardless of the legal theory (whether under contract, in tort, under applicable securities laws or otherwise) other than as specifically provided with respect to adjustment of the Consideration (in Article III and Sections 7.11(a) and 8.2(b)) and with respect to the matters set forth in Section 8.3, which provisions shall be the exclusive remedies for the matters set forth therein; provided, however, that in no claim may event shall this provision limit any party's right to specific performance, injunctive relief or any other equitable remedy otherwise available to such party. In no event shall any Purchaser Indemnified Party be made by entitled to recover for any Indemnitee(sLoss under Section 13.1 to the extent that such Loss has been reflected in the Book Value Adjustment or in the Annual Financial Statements. (b) for indemnification pursuant Notwithstanding anything in this Agreement to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”)contrary, at which time the Indemnitee(s) a Purchaser Indemnified Party shall be entitled to indemnification under Section 13.1 for Losses only to the extent that the aggregate amount of all Losses exceeds $100,000 and then only for Losses in excess of $100,000, except that such limitation shall not apply to indemnification for Losses under clause (h) of Section 13.1 and such Losses under clause (including all Losses included within the Threshold Amount); (bh) the maximum aggregate indemnification obligation of each Seller for money damages pursuant shall not count towards amounts referred to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case first part of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anythis Section 13.4(b);. (c) In no event shall the maximum aggregate indemnification obligation Companies' cumulative liability to indemnify for Losses under Section 13.1 (other than Losses relating to breach of each Seller (or misrepresentation under) any of the Company Transactional Representations or failure to comply with the conditions of the Escrow Agreement) exceed $5,500,000. In no event shall the Companies' cumulative liability to indemnify for money damages Losses under Section 13.1 relating to breach of (or misrepresentation under) any of the Company Transactional Representations (other than Section 5.25 (Investment Representations)) or for failure to comply with the conditions of the Escrow Agreement exceed the amount of the Purchase Price. In no event shall the Companies' cumulative liability to indemnify for Losses under Section 13.1 relating to breach of (or misrepresentation under) Section 5.25 (Investment Representations) exceed $14,000,000 less the amount of any reduction of the Purchase Price allocated to Basic Shares or Additional Shares pursuant to Section 11.2(a8.2(b) with respect hereof (such reduction to a claim for indemnification arising from any breach or inaccuracy be equal to the total number of any Fundamental Representations or Basic Shares and Additional Shares not delivered pursuant to Sections 11.2(b)-(ethat Section multiplied by the Issue Price), which reduction is not subsequently (i.e., within the 120 days following the Closing Date) shall be limited in the aggregate to the consideration actually received by such Seller restored pursuant to this Agreement;that Section. (d) In no Seller event shall be liable the cumulative liability of Purchaser and Parent to indemnify for Losses under Section 13.2 (other than Losses relating to: (i) the failure by Purchaser or have Parent to pay any indemnification obligation for portion of the Purchase Price as and when due; (ii) failure by Purchaser or Parent to comply with the conditions of the Escrow Agreement; or (iii) breach of (or misrepresentation under) any representations of the Purchaser Transactional Representations) exceed $10,250,000 less the amount of any reduction of the Purchase Price allocated to Basic Shares pursuant to Section 8.2(b) hereof (such reduction to be equal to the total number of Basic Shares not delivered pursuant to that Section multiplied by the Issue Price), which reduction is not subsequently (i.e., within the 120 days following the Closing Date) restored pursuant to that Section. In no event shall the cumulative liability of Purchaser and Parent to indemnify for Losses under Section 13.2 relating to: (i) the failure by Purchaser or warranty made Parent to pay any portion of the Purchase Price as and when due; (ii) failure by any other Seller in Article IV Purchaser or Parent to comply with the conditions of this the Escrow Agreement, the ; or (iii) breach of (or misrepresentation under) any covenant of any other Seller in this Agreement or for the actions or inaction Purchaser Transactional Representations exceed the amount of any other Seller in connection with this Agreement; andthe Purchase Price. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eAnything in Sections 13.4(c) with respect to any Losses and (d) to the extent contrary notwithstanding, each limitation on indemnification set forth therein is intended to be reduced by the aggregate amount of all other payments actually and previously made in respect of an obligation of the applicable indemnitor (i.e., the Companies, under Section 13.4(c), and Parent and Purchaser, under Section 13.4(d)), whether subject to such limitation or otherwise. For purposes of clarity, and by means of example only, the result of this provision could (and only to is intended to) be that payment of a $10,000,000 indemnity under the extentsecond sentence of Section 13.4(c) such Losses are duplicative would preclude any indemnity under the first sentence of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingSection 13.4(c).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim The amount of any Losses for which either Seller or Buyer, as the case may be, is liable shall be made reduced by (i) the amount of any Indemnitee(sinsurance proceeds actually paid to the Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. (b) Notwithstanding the other provisions of this Article XII, Seller shall not have any indemnification obligations for indemnification pursuant to any individual Losses arising from or in connection with Section 11.2(a12.2(a)(i) unless and until the aggregate amount of all such Losses for which exceed $1,675,000 together with the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 amount of all such Losses under the Other Acquisition Agreement (the “Threshold AmountDeductible”), at in which time event Seller shall be required to pay the Indemnitee(s) shall full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount with respect to this Agreement of $ $33,500,000 together with the Other Acquisition Agreement (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Seller shall not be liable for all such any individual or series of related Losses (including all which do not exceed $50,000 and any Losses with respect thereto shall not be included within in Losses for purposes of determining the Threshold Amount);Deductible or the Cap. (bc) In no event shall either party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the maximum aggregate indemnification obligation foregoing does not limit any of each Seller for money damages pursuant to Section 11.2(a), other than the obligations or liability of either party or its Affiliates under Sections 12.2 and 12.3 with respect to a claim for indemnification arising from claims of unrelated third parties. (d) Neither Seller nor Buyer shall have any breach or inaccuracy Liability under this Agreement in respect of any Fundamental Representations, shall be limited to Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. (e) For purposes of determining whether a breach of a representation or warranty has occurred for which indemnification is provided under this Article XII and for calculating the amount of Losses indemnifiable hereunder, any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (f) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including, but not limited to, claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at Law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of ▇▇▇▇ specific performance and ▇▇▇▇▇▇▇▇▇▇for claims based on fraud, such Seller’s Pro Rata Share no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Escrow Amount, and in the case Seller or Buyer or any of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) their Affiliates with respect to any Losses matter that is the subject of this Article XII, and Buyer and Seller, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the extent (and only to the extent) such Losses are duplicative subject of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article XII.

Limitations. (a) Notwithstanding anything to the contrary in herein, the aggregate liability of the Seller for Damages under this Agreement:Article VI shall not exceed the amount of the Cash Payment (the "Cap"). (ab) no claim may be made Notwithstanding anything to the contrary herein, the aggregate liability of the Buyer for Damages under this Article VI shall not exceed the Cap. (c) Notwithstanding anything to the contrary herein, neither Party shall have any indemnification obligation to an Indemnified Party arising under this Article VI until the amount of Damages suffered by any Indemnitee(sthe Indemnified Party with respect to a single event exceeds $20,000 (the "Single Event Threshold") for indemnification pursuant to Section 11.2(a) unless and until or the aggregate amount of Losses for which Damages suffered by the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) Indemnified Party exceeds $50,000 100,000 (the “Threshold Amount”"Aggregate Threshold"), at in which time case the Indemnitee(s) Indemnifying Party shall be entitled obligated to indemnification for all such Losses (including all Losses included within pay only the amounts in excess of the Single Event Threshold Amount); (b) or the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)Aggregate Threshold, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in as the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;may be. (d) no Seller Except as provided in Article VII hereof, after the Closing, the rights of the Indemnified Parties under this Article VI shall be liable the exclusive remedy of the Indemnified Parties with respect to claims resulting from or have relating to any indemnification obligation for the misrepresentation, breach of warranty or failure to perform any representations covenant or warranty made by any other Seller agreement contained in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and. (e) In no Indemnitor event shall have any right to indemnification pursuant to Section 11.2(e) with respect Indemnifying Party be responsible and liable to any Losses Indemnified Party for any Damages or other amounts under this Article VI that constitute punitive or consequential damages or other damages that are not compensatory in nature (other than any such damages that are payable to any third party which is not an Affiliate of any Indemnified Party). (f) The liability of any Indemnifying Party for any Damages shall be reduced by any Tax benefit if attributable to any deduction (for Tax purposes) realized by the Indemnified Party as a result of the item that gave rise to the extent Damages. Such Tax benefit shall be determined by assuming (i) that the applicable Tax rate was the highest marginal federal, state, local and only non-U.S. Tax rate for the relevant Tax or Taxes (taking into account, where applicable, the deductibility and credit of any Tax for purposes of computing any other Tax) applicable to the extentIndemnified Party for the most recent Tax period for which a Tax Return relating to such Tax was filed or, if no such Tax Return was filed, such Tax was determined and paid (other than as an estimated Tax payment) and (ii) that any deferred Tax benefit was attributable to depreciation or amortization was immediately realized in an amount equal to the present value of such Losses are duplicative of Losses that were included deferred Tax benefit using a discount rate equal to the "prime rate" as published in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment Wall Street Journal as in effect on the day that the Tax benefit was deemed to the Initial Closing Price at Closingbe realized, compounded monthly.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may , in any circumstance in which the Breakup Fee and/or the Expense Reimbursement Amount, as applicable, is required to be made by any Indemnitee(s) for indemnification paid to Parent pursuant to Section 11.2(a) unless and until 8.2 as a result of a termination of this Agreement, Parent’s right to receive the aggregate amount of Losses for which Breakup Fee and/or the Indemnitee(s) seeks to be indemnified Expense Reimbursement Amount, as applicable, pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses 8.2 (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages any right to receive any remaining Expense Reimbursement Amount pursuant to Section 11.2(a8.2(d) following a payment pursuant to Section 8.2(c)), other than with respect and any interest payable pursuant to Section 8.2(g), shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort or otherwise) of Parent and its Affiliates against the Company and its Affiliates for any loss suffered as a claim for indemnification arising from result of any breach of this Agreement (including any willful and material breach), or inaccuracy the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any Fundamental Representationsoral representation made or alleged to have been made in connection herewith or therewith, and upon such termination and receipt of the full amount of the Breakup Fee and/or the Expense Reimbursement Amount payable hereunder, if any, and any interest thereon payable pursuant to Section 8.2(g), none of the Company or any of its Affiliates or Representatives shall have any further liability or obligation, including consequential, indirect or punitive damages, relating to or arising out of any breach of this Agreement (including any willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith or therewith; provided, that the foregoing shall not impair the rights of Parent to obtain injunctive relief pursuant to Section 9.12 prior to any termination of this Agreement. The maximum aggregate monetary liability of the Company and its Affiliates for any loss suffered as a result of any breach of this Agreement (including any willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, shall be limited to (i) in the case of ▇▇▇▇ Breakup Fee and/or the Expense Reimbursement Amount payable hereunder, if any, and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amountany interest thereon payable pursuant to Section 8.2(g), and in the case no event shall Parent, Merger Sub or any of Jadevaiatheir respective Affiliates or Representatives seek to recover any money damages (including consequential, indirect or punitive damages) in excess of such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);amount. (cb) Notwithstanding anything to the maximum aggregate indemnification obligation of each Seller for money damages contrary contained in this Agreement, in any circumstance in which the Reverse Termination Fee and/or the Expense Reimbursement Amount is required to be paid to the Company pursuant to Section 11.2(a) with respect to 8.2 as a claim for indemnification arising from any breach or inaccuracy result of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV a termination of this Agreement, the Company’s right to receive the Reverse Termination Fee and/or the Expense Reimbursement Amount, as applicable, pursuant to Section 8.2, and any interest payable pursuant to Section 8.2(g), shall be the sole and exclusive remedy (whether at law, in equity, in contract, tort or otherwise) of the Company and its Affiliates against Parent, Merger Sub, the financing sources and their respective Affiliates for any loss suffered as a result of any breach of this Agreement (including any covenant willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any other Seller oral representation made or alleged to have been made in connection herewith or therewith, and upon such termination and receipt of the full amount of the Reverse Termination Fee and/or the Expense Reimbursement Amount payable hereunder, if any, and any interest thereon payable pursuant to Section 8.2(g), none of Parent, Merger Sub, the financing sources or any of their respective Affiliates or Representatives (the “Parent Group”) shall have any further liability or obligation, including consequential, indirect or punitive damages, relating to or arising out of any breach of this Agreement (including any willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith or therewith. No Parent Group member, except Parent and Merger Sub to the extent set forth herein, shall have any liability for any obligation or liability of the parties pursuant to this Agreement or for the actions or inaction any claim for any loss suffered as a result of any other Seller breach of this Agreement (including any willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection with herewith or therewith, whether in equity or at law, in contract, in tort or otherwise. The maximum aggregate monetary liability of Parent, Merger Sub and their respective Affiliates for any loss suffered as a result of any breach of this Agreement; and Agreement (e) no Indemnitor including any willful and material breach), or the failure of the transactions contemplated hereby or thereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, shall have be limited to the Reverse Termination Fee and/or the Expense Reimbursement Amount payable hereunder, if any, and any right to indemnification interest thereon payable pursuant to Section 11.2(e8.2(g), and in no event shall the Company or any of its Affiliates or Representatives seek to recover any money damages (including consequential, indirect or punitive damages) with respect to any Losses to the extent (and only to the extent) in excess of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingamount.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) An Indemnified Person shall not be ----------- entitled to indemnification under Article VIII and this Article X unless notice of a claim for indemnity shall have been given within the applicable survival period under Sections 8.07(d) and 13.01. (b) The Shareholders' aggregate obligation to indemnify the Purchaser and hold it harmless under Article VIII and Section 10.01 shall in no event exceed $63,000,000 (the "Maximum Amount"). At such time, if any, as an aggregate -------------- amount equal to the Maximum Amount has been paid to the Purchaser by the Shareholders under this Section 10.04, no Shareholder shall thereafter have any further liability under Article VIII and Article X. (c) Each Shareholder's obligation to indemnify the Purchaser and hold it harmless under Section 10.01 (and Article VIII with respect to Tax matters) shall in no event exceed a percentage of the Maximum Amount equal to the percentage of the total aggregate Merger Consideration received by such Shareholder ("Pro Rata Share"). Each Shareholder's obligation to pay any -------------- indemnifiable Loss pursuant to Section 10.01 (and Article VIII with respect to Tax matters) shall be limited to such Shareholder's Pro Rata Share of such Loss. At such time, if any, as any Shareholder shall have paid to the Purchaser an amount equal to such 62 69 Shareholder's Pro Rata Share of the Maximum Amount under Section 10.01 (and Article VIII with respect to Tax matters), such Shareholder shall have no further liability under such Section 10.01 (and Article VIII with respect to Tax matters). (d) No claim may be made by against any Indemnitee(s) Shareholder for indemnification pursuant to Section 11.2(a) 10.01 or Article VIII with respect to any individual item of Loss, unless and until the aggregate dollar amount of Losses all claims against the Shareholders for indemnification shall exceed $7,000,000, in which case the Indemnitee(s) seeks Shareholders shall be liable for claims for indemnification only in excess of such aggregate amount. Any adjustment to be indemnified any Tax benefit attributable to a payment pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”6.14 shall not be subject to this Section 10.04(d), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (be) Notwithstanding anything herein to the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a)contrary, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in no event shall the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share aggregate liability of the Escrow Amount, Purchaser hereunder exceed $63,000,000 (the "Loss Ceiling") and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (cii) the maximum aggregate Purchaser shall have no further obligations under ------------ this Article X at the time when the Purchaser has paid indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited hereunder in amounts equal in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;Loss Ceiling. (df) no Seller shall No claim may be liable or have any indemnification obligation made against the Purchaser for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) 10.02 or Article VIII with respect to any Losses to individual item of Loss, unless the extent (and aggregate dollar amount of all claims for indemnification shall exceed $7,000,000, in which case the Purchaser shall be liable for claims for indemnification only to the extent) in excess of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an aggregate amount. Any adjustment to the Initial Closing Price at Closingany Tax benefit attributable to a payment pursuant to Section 6.14 shall not be subject to this Section 10.04(f).

Limitations. Notwithstanding anything Without limiting clause 10.3 in any way, the Seller is not liable to the contrary in make any payment under this Agreement:clause 10 (“Avoca Acquisition Duty and ATO Review Indemnity”): (a) no claim may be made by any Indemnitee(s) for indemnification pursuant if the Buyer has failed to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 comply strictly with clause 10.4 (the “Threshold AmountConduct”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) if the maximum aggregate indemnification obligation of each Seller for money damages pursuant Buyer has ceased after Completion to Section 11.2(a), other than with respect own or control the Group Member that is liable to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in pay the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any)Avoca Acquisition Duty; (c) to the maximum aggregate indemnification obligation of each Seller extent that provision for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited the Avoca Acquisition Duty has been included in the aggregate Working Capital Statement or in any other adjustment to the consideration actually received by such Seller pursuant to Purchase Price payable under this Agreementagreement; (d) no Seller shall be liable or have any indemnification obligation for to the breach extent that the amount otherwise payable in respect of any representations or warranty made the Avoca Acquisition Duty has been recovered by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andBuyer under a Warranty Claim; (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only that the Avoca Acquisition Duty or any fact, matter or circumstance giving rise to it gives rise to any Tax benefit to the extentBuyer or any Group Member; (f) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingextent that the amount of the Avoca Acquisition Duty arises out of or is increased by anything done or omitted to be done by the Buyer or any Group Member after Completion (other than as directed by, or with the prior written consent of, the Seller); (g) to the extent that the amount of the Avoca Acquisition Duty arises from a change in any legislation or regulation relating to Duty, any judicial or administrative interpretation of any legislation or regulation or any practice or policy or public or private ruling of any Authority after the Completion Date (whether or not retrospective in effect); or (h) to the extent that, in relation to the amount of the Avoca Acquisition Duty, any amount is in respect of GST which is recoverable from the recipient of a supply or for which an input tax credit is available.

Limitations. Notwithstanding anything An Aggrieved Party shall not be entitled to the contrary in this Agreement: (arecover any Losses under Section 11.1(a)(i) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of the Losses for which suffered by the Indemnitee(sAggrieved Party thereunder shall exceed One Million One Hundred Fifty Thousand Dollars ($1,150,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold AmountMinimum Loss”), at which time the Indemnitee(sindemnification provided under Section 11.1(a)(i) shall apply to all Losses in excess of the Minimum Loss; provided, however, that the maximum liability of Seller under Section 11.1(a)(i) and Seller’s share of the Unknown Pre-Closing Environmental Liabilities under Section 7.12 (including any obligations of Seller under Section 11.1(a)(ii) with respect thereto) shall not exceed Eleven Million Five Hundred Dollars ($11,500,000) in the aggregate (the “Cap”) (provided, however, that the maximum liability provided under this clause shall not apply to Losses to the extent relating to a breach of Seller’s representations and warranties set forth in the first sentence of Section 4.7(a)). Notwithstanding anything to the contrary contained in this Agreement, an Aggrieved Party shall not be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in under Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) 11 with respect to any Losses matter to the extent such matter has been raised (pursuant to a Notice of Disagreement or otherwise) in connection with the determination of Final Net Asset Value under Section 3.5. Solely for purposes of determining the amount of any Loss arising out of a breach of a representation, warranty or covenant in this Agreement (and only not for purposes of determining whether a breach of any representation, warranty or covenant has occurred), references to “Material Adverse Effect” and other materiality qualifications shall be disregarded. For the extentavoidance of doubt, the first sentence of this Section 11.3 shall not apply to (x) such Losses are duplicative any claim related to Taxes, for which Section 7.5 of Losses that were included in this Agreement shall provide the Net Working Capital calculation sole and have previously been recovered by Purchaser through an adjustment exclusive remedy, or (y) any claim pursuant to Sections 11.1(a)(ii) - (ix) (except with respect to Seller’s share of the Initial Unknown Pre-Closing Price at ClosingEnvironmental Liabilities under Section 7.12 (including any obligations of Seller under Section 11.1(a)(ii) with respect thereto)) or Section 11.1(b).

Limitations. Notwithstanding anything (a) Subject to Section 6.4(b), the maximum liability of Seller for any inaccuracy in or breach of any of the representations and warranties of Seller in this Agreement shall be equal to [***] dollars ($[***] USD) (the “Deductible”) in the aggregate, and the Purchaser Indemnified Parties’ sole recourse against Seller in connection with any such Damages shall be the Deductible; provided, that Seller shall not be liable for any inaccuracy in or breach of the representation set forth in the first sentence of Section 3.9(d), and shall not be required to pay any portion of the Deductible in connection therewith, unless to the contrary Knowledge of Seller, as of the date hereof and as of the Closing, such representation was inaccurate. For the avoidance of doubt, subject to the preceding sentence and Section 6.4(b), the Purchaser Indemnified Parties will first seek recovery for any Damages pursuant to Section 6.2(a) or Section 6.2(b) from Seller until the Deductible has been satisfied, after which the Purchaser Indemnified Parties’ sole and exclusive source of recovery shall be the RWI Policy. (b) The limitations set forth in Section 6.4(a) shall not apply to any claim for indemnification made pursuant to Section 6.2(a) or Section 6.2(b), in each case, to the extent such claim arises from or is a result of or directly or indirectly connected with, (i) any breach of a Seller Fundamental Representation, (ii) any breach of any representation or warranty of Seller in this Agreement for which coverage is not available under the RWI Policy due to one or more exclusions in such policy, or (iii) any Fraud by Seller or any of its Representatives (regardless of whether such actions have been authorized) of any representation or warranty made by Seller in this Agreement:. (ai) The maximum liability of Seller under Section 6.2(a) and Section 6.2(b) shall not exceed the Purchase Price, and (ii) in no event shall Purchaser be entitled to receive any amount of cash from Seller or its Affiliates in excess of the Closing Cash Consideration with respect to any claim may be made by any Indemnitee(s) for indemnification made pursuant to Section 11.2(a6.2(a) unless and until Section 6.2(b), provided that the aggregate amount foregoing clause (ii) shall not limit the Purchaser’s right of Losses for which the Indemnitee(s) seeks to be indemnified setoff pursuant to Section 11.2(a6.9 below as and to the extent otherwise permitted under this Section 6.4. (c) exceeds $50,000 Except with respect to claims for Fraud, the amount of any recovery by Purchaser pursuant to this Article VI shall be net of any amount actually recovered by Purchaser under insurance policies. Each Indemnified Party hereunder agrees to take commercially reasonable actions to mitigate Damages and to timely make and diligently pursue any claims for insurance with respect to Damages for which it will seek indemnification hereunder, with all mitigation costs to be included in the amount of Damages arising under the applicable indemnified claim. (the “Threshold Amount”), at which time the Indemnitee(sd) No Indemnified Party shall be entitled to indemnification for all recover in respect of any Damages relating to any matter arising under one provision of this Agreement to the extent that such Losses Indemnified Party has already recovered such Damages (including all Losses included within it being understood and agreed that the Threshold Amountintent of this Section 6.4(d) is to avoid duplication or “double counting” of the same Damages hereunder);. (be) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) Except in the case of ▇▇▇▇ Fraud, the indemnification provisions contained in this Article VI are intended to provide the sole and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of exclusive remedy following the Escrow Amount, and Closing as to all Damages any Indemnified Party may incur arising from or relating to this Agreement or the Transactions (it being understood that nothing in this Section 6.4(e) or elsewhere in this Agreement shall affect the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant parties’ rights to Section 11.2(a) specific performance or other equitable remedies with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant the covenants referred to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for to be performed after the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no No Party shall be required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may be made by any Indemnitee(sseek indemnification under Section 10.2(a) for indemnification pursuant to Section 11.2(a) unless and or 10.3 until the aggregate amount of Losses for which claims against that the Indemnitee(sParty seeking indemnification (a “Claimant”) seeks is entitled to be indemnified pursuant to Section 11.2(a) under this Agreement exceeds Thirty Thousand Dollars ($50,000 (the “Threshold Amount”30,000.00), at after which time the Indemnitee(s) Claimant shall be entitled to indemnification for all such Losses (including all Losses included within recover, and the Threshold Amount); (bIndemnitor(s) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) obligated for, all losses, costs, liabilities, damages and expenses for Claimant in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow Amountfirst Thirty Thousand Dollars ($30,000.00) of such losses; provided, and in the case of Jadevaiahowever, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if anythat this deductible shall not apply to claims under Section 10.2(b);. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate In addition to the consideration actually received by such Seller foregoing, the Company, Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed the amount equal to number of Exchange Shares issued pursuant to this Agreement;, multiplied by the Average FinWise Share Price . (d) no Further, the obligation of any individual Exchangor to indemnify Buyer under Section 10.2(b), and the Buyer’s obligation to indemnify an individual Exchangor, shall not exceed the amount equal to the number of Exchange Shares received by the Exchangor multiplied by the Average FinWise Share Price. For purposes of Section 10.6 (c) and (d), any entity that is a Seller and its Beneficial Owner(s) shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andtreated as a single Exchangor. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses In calculating the amount of losses to the extent Buyer or the Selling Parties under Section 10.2 and Section 10.3 such losses shall be reduced by any recovery from any third party (and only including insurance proceeds) as a result of the facts or circumstances giving rise to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinglosses.

Limitations. Notwithstanding anything herein to the contrary in contrary, no Indemnifying Party shall be liable under this Agreement: Agreement for any punitive, consequential, special, incidental or indirect damages, including, without limitation, lost profits, lost revenues, lost opportunity or loss of business; provided, however, that this limitation shall not apply to (a) no damages arising from third-party claims for which indemnification is sought, or (b) damages resulting from the Indemnifying Party’s gross negligence or willful misconduct. In the event of any losses or damages, or alleged losses or damages, giving rise to indemnification or a claim may be made by any Indemnitee(s) for indemnification pursuant under this Agreement, the Indemnified Party hereby covenants and agrees to use commercially reasonable efforts (not requiring material expense, litigation, or diversion of significant internal resources) to mitigate such loss or damages, and the resulting indemnified losses or damages. The amount of an Indemnified Party’s indemnification obligations hereunder will be offset by the amount of any insurance proceeds actually recovered from insurers with respect to such losses or damages (net of any deductibles, co-payments or out-of-pocket costs of collection and any increase in insurance premiums attributable to such recovery). The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 11.2(a7.01.(a) unless and or Section 7.02(a), as the case may be, until the aggregate amount of all Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) in respect of indemnification under such applicable section exceeds $50,000 6,500 (the “Threshold AmountDeductible”), at in which time event the Indemnitee(s) Indemnifying Party shall only be entitled required to indemnification pay or be liable for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDeductible.

Limitations. Notwithstanding anything The Party making a claim under this Section is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.1 and Section 7.2 shall be subject to the contrary in this Agreement: following limitations: (a) no claim may the Indemnifying Party shall not be made by any Indemnitee(s) liable to the Indemnified Party for indemnification pursuant to under Section 11.2(a7.1(b) unless and or Section 7.2(b), as the case may be, until the aggregate amount of Losses for which the Indemnitee(sall Damages in respect of indemnification exceeds Five Hundred Thousand Dollars ($500,000) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold AmountDeductible”), at in which time event the Indemnitee(s) Indemnifying Party shall only be entitled required to indemnification pay or be liable for all such Losses (including all Losses included within Damages in excess of the Threshold Amount); Deductible, and (b) the maximum aggregate indemnification obligation amount of each Seller all Damages for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller which an Indemnifying Party shall be liable or required to pay pursuant to Section 7.1(b) or Section 7.2(b), as the case may be, shall not exceed Two Million Dollars ($2,000,000) and the aggregate amount of all Damages for which NRx shall be liable or required to pay pursuant to Section 7.1(c) shall not exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, if Relief fails to use Commercially Reasonable Efforts to develop, commercialize and market the Product or no Royalty Payments or Milestone Payments are actually paid, NRx shall have no obligation for indemnification hereunder other than under Section 7.1(a). Except for indemnification under Section 7.1(a), which shall not be covered by the limitation in this sentence, NRx’s total indemnity obligation to Relief under this Agreement shall not exceed the total amount of Royalty Payments and Milestone Payments actually paid to NRx hereunder. Relief acknowledges and agrees that it has had an opportunity to conduct a thorough investigation and due diligence inquiry on NRx and its Affiliates, and in no event shall NRx or any of its Affiliates have any indemnification obligation for liability to Relief or any of its Affiliates with respect to the breach of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (Relief or any of its Affiliates knew of such breach as of the Closing Date. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent) minimum extent necessary to remedy the breach that gives rise to such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingDamages.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim The maximum aggregate liability of the Seller under this Agreement and any Transaction Document shall not exceed the Purchase Price. (b) For the avoidance of doubt, the Purchaser may be made by any Indemnitee(s) for seek indemnification pursuant to Section 11.2(a) unless and until 7.2 prior to or in addition to making a claim with respect to the aggregate amount of Losses for which applicable breach under the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Special Policy but in no event shall be entitled to indemnification recover more than once for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation any particular amount of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach Loss or inaccuracy series of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);related Losses. (c) Subject to the maximum aggregate indemnification obligation last sentence of each Seller for money damages this paragraph, the obligations of an Indemnifying Party to defend and hold harmless an Indemnified Party pursuant to Section 11.2(a7.2 or Section 7.3 (as the case may be) will terminate when the applicable representation, warranty, covenant or agreement expires pursuant to Section 7.1(a). As such and notwithstanding anything herein to the contrary, an Indemnified Party must give notice to the relevant Indemnifying Party of any claim for indemnification with respect thereto under this Article VII in writing setting forth the specific claim and the basis therefor in reasonable detail prior to such date. Notwithstanding the foregoing, as to Sections 7.2 and 7.3, the obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim for indemnification arising from any breach or inaccuracy by delivering a notice (stating in reasonable detail the basis of any Fundamental Representations or pursuant to Sections 11.2(b)-(esuch claim) shall be limited in the aggregate to the consideration actually received by such Seller pursuant applicable Indemnifying Party, according to this Agreement;the method of asserting claims established in Section 7.5. (d) no Seller An Indemnified Party shall use all reasonable efforts to mitigate its Losses hereunder. Any Losses shall be liable or have any indemnification obligation for the breach computed net of any representations or warranty made insurance proceeds (net of direct collection expenses, self-insurance costs, premiums and deductibles) actually received by any other Seller in Article IV the Indemnified Party on account of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLosses.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no The obligations of the HeartCore Shareholders and the Company under Section 5.01 and Section 5.02 shall expire in two (2) years from the Closing Date, except with respect to (i) an indemnification claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until asserted in accordance with the aggregate amount provisions of Losses this Article V which remains unresolved, for which the Indemnitee(sobligation to indemnify shall continue until such claim is resolved; and (ii) seeks resolved claims for which payment has not yet been paid to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);Indemnified Party. (b) The aggregate amount of all Losses for which each of the maximum aggregate indemnification obligation of each Seller for money damages HeartCore Shareholders shall be liable pursuant to Section 11.2(a)5.01 shall in no event exceed the value of the HeartCore Shares such HeartCore Shareholder transferred to the Company. Notwithstanding the provisions of Section 5.01, other than if and to the extent the HeartCore Shares are validly transferred by any of the HeartCore Shareholders to the Company pursuant to the provisions of Article II of this Agreement, such HeartCore Shareholder shall not be required to indemnify any of the Company Indemnified Parties for any Losses incurred or sustained by any of the Company Indemnified Parties as a result of or in connection with respect to a claim for indemnification arising from any breach breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, representations and in the case warranties of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);HeartCore Shareholder contained herein. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Each Indemnified Party shall take, and cause its Affiliates to Section 11.2(a) with respect take, all reasonable steps to a claim for indemnification arising from mitigate any breach or inaccuracy Loss upon becoming aware of any Fundamental Representations event or pursuant to Sections 11.2(b)-(e) shall circumstance that would be limited in the aggregate reasonably expected to, or does, give rise thereto, including incurring costs only to the consideration actually received by minimum extent necessary to remedy the breach that gives rise to such Seller pursuant to this Agreement;Loss. (d) no Seller The HeartCore Shareholders shall not be liable under the provisions of this for any Losses based upon or have arising out of any indemnification obligation for the inaccuracy in or breach of any of the representations or warranty made by warranties of the HeartCore Shareholders contained herein if any other Seller in Article IV of this Agreement, the Company Indemnified Parties had knowledge of or could have known such inaccuracy or breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses prior to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. Notwithstanding anything Claims pursuant to Clause 12.2 (such claims together with any claims pursuant to Clause 12.2.2 the "Tax Indemnification Claims") with respect to an Indemnifiable Tax shall be excluded if and to the contrary in this Agreement:extent (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which all Indemnifiable Taxes does not exceed the Indemnitee(saggregate amount of all tax accruals (Steuerrückstellung) seeks to be indemnified pursuant to Section 11.2(aand tax liabilities (Steuerverbindlichkeit) exceeds $50,000 (in the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount)Consolidated Financial Statements; (b) an amount in respect of the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than Indemnifiable Tax has been actually paid by or is recoverable (but insofar not with respect to wage Taxes and VAT) from, a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to third party (other than (i) in under the case of ▇▇▇▇ warranty and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share indemnity insurance of the Escrow Amountpurchaser relating to this Agreement, and in the case of Jadevaia, such Seller’s Pro Rata Share or (ii) any of the Escrow Amount plus Group Companies or the Earnout Payment Purchaser, but including and not limited to the Sellers or any of the Seller's Affiliates), in which case the relevant Tax Indemnification Claim shall be reduced by such amount received by the Group Company net of any Taxes thereon (if anyfor the avoidance of doubt, as a general principle to the extent a Seller pays an Indemnifiable Tax amount to the Purchaser or at the Purchaser's request to a Group Company and the respective amount is subsequently reimbursed by a third party to the Purchaser or the Group Company then the Purchaser shall re-pay the amount received net of any Taxes to the Sellers); (c) the maximum aggregate indemnification obligation Indemnifiable Tax can be off-set against Tax loss carry forwards or tax loss carry backs (other than Tax losses realized in periods after the Effective Date) that are available (including, and as adjusted, as a result of each Seller for money damages pursuant to Section 11.2(asubsequent Tax audits) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate periods to the consideration actually received by which such Seller pursuant to this AgreementTaxes are allocable; (d) no Seller shall be liable the Indemnifiable Tax results from any change in the accounting or have any indemnification obligation for the breach taxation policies, practices or filings of any representations of the Group Companies for any period, or warranty made a portion thereof, ending on or before the Closing Date and introduced by the Purchaser, any Purchaser's Affiliate or per the Purchaser's request by any other Seller in Article IV of this AgreementGroup Company, the breach of any covenant of any other Seller in this Agreement unless such change is required by law or for the actions or inaction of any other Seller in connection with this Agreement; andrequested by a Tax Authority; (e) no Indemnitor shall have the Indemnifiable Tax results from any right to indemnification reorganization measures pursuant to Section 11.2(ethe German Reorganization Tax Act (Umwandlungssteuergesetz) or similar provisions of foreign Tax law initiated after the Closing Date with respect an effective date (steuerlicher Umwandlungsstichtag) falling in the period on or prior to the Effective Date; (f) such Indemnifiable Tax had not become payable but for a breach of any of the Purchaser's procedural obligations set forth in Clause 12.4; (g) the Purchaser, any 'Purchaser's Affiliate or any Group Company is entitled to any Losses cash-effective Tax benefits arising after the Effective Date for periods within the first 3 years after the Effective Date (including, without limitation, benefits arising from the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step up in the Tax basis of assets, expenses becoming Tax deductible following the non-recognition of liabilities or provisions (Phasenverschiebung)) as a result of an adjustment or payment giving raise to the extent Indemnifiable Taxes (and only to herein collectively: "Tax Benefits") whereby the extent) amount of Indemnifiable Tax shall be reduced by the net present value of any such Losses are duplicative Tax Benefit; it being understood that the net present value shall be calculated as of Losses that were included the day of the Indemnifiable Tax becoming due by discounting the Tax Benefit by 3% p.a. over the time period in which the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingTax Benefit becomes cash-effective.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Any indemnification for Losses by Parent or the Surviving Corporation pursuant to Section 9.2(a) or Section 10.1(a) shall first be required to be recovered by a reduction in amounts owed under the Promissory Note. If and to the extent that it is not possible to satisfy any Losses by reducing the amounts owed under the Promissory Note at any time for any reason and the Equityholders Representative has not satisfied such Losses by paying to Parent or the Surviving Corporation funds in the amount of such Losses that were withheld by it from Equityholders pursuant to Section 12.1(b), then the Stockholder Parties shall indemnify, defend and hold harmless Parent and the Surviving Corporation for such Losses severally based on their respective Indemnity Pro Rata Shares. (b) No claims shall be made by any Indemnitee(s) Parent or the Surviving Corporation for indemnification pursuant to Section 11.2(a9.2(a)(i) unless and until the aggregate amount of Losses (other than Losses incurred as a result of inaccuracies or breaches of the Company Fundamental Representations) for which Parent and the Indemnitee(s) seeks Surviving Corporation are entitled to seek to be indemnified pursuant to Section 11.2(a9.2(a)(i) exceeds $50,000 (the “Threshold Amount”)3,500,000, at which time Parent and the Indemnitee(s) Surviving Corporation shall be entitled to indemnification for all the amount in excess of such Losses (including all Losses included within amount, subject to the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) limitations set forth in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);this ARTICLE IX. (c) From and after the maximum aggregate time that the claims made by Parent and the Surviving Corporation for indemnification obligation of each Seller exceed $3,500,000, no claims for money damages indemnification may be made by Parent or the Surviving Corporation pursuant to Section 11.2(a9.2(a)(i) for any individual item or series of related items where the Losses (other than Losses incurred as a result of inaccuracies or breaches of the Company Fundamental Representations) with respect to a claim for indemnification arising from any breach such item or inaccuracy series of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited related items (in the aggregate to the consideration actually received by such Seller pursuant to this Agreement;) are less than $50,000. (d) no Seller shall be liable or have any indemnification obligation for Notwithstanding anything to the breach of any representations or warranty made by any other Seller contrary in Article IV of this Agreement, the aggregate amount of any and all payments required to be made by all Equityholders pursuant to this ARTICLE IX (other than any amounts owed as a result of a breach of any covenant Section 10.5(b)) and ARTICLE X, by means of any other Seller a reduction of the principal amount of the Promissory Note in accordance with this Agreement or for otherwise, shall not exceed Forty Five Million Dollars ($45,000,000), and Parent and the actions or inaction Surviving Corporation shall not be entitled to any indemnification under this ARTICLE IX and ARTICLE X in excess of any other Seller in connection with this Agreement; andsuch amount. (e) All indemnification payments made pursuant to this ARTICLE IX shall be made on an after-tax basis. Accordingly, in determining the Losses incurred or suffered by an Indemnified Party hereunder, the amount of such Losses shall be (i) increased to take into account any additional Tax cost incurred by such Indemnified Party arising from the receipt of applicable indemnification payments hereunder and (ii) decreased to take into account any deduction, credit or other Tax benefit actually realized by such Indemnified Party with respect to the receipt of applicable indemnification payments hereunder. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of applicable indemnification payments hereunder or the incurrence or payment relating to any Losses; provided that, if any such Tax cost or Tax benefit is not realized in the taxable period during which the Indemnifying Party makes an indemnification payment or the Indemnified Party incurs any Losses, the Parties shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax costs or Tax benefits realized by the Parties in each such subsequent taxable period. (f) Any Indemnified Party that becomes aware of any Losses for which it seeks indemnification under this ARTICLE IX shall be required to use commercially reasonable efforts to mitigate such Losses, including seeking all available insurance; provided that the Indemnified Party shall not be required to initiate litigation against any then-current customer, supplier, vendor or other Person (in each case, other than an insurance provider) having a business relationship with such Indemnified Party or any of its Affiliates. (g) The Losses suffered by any Indemnified Party shall be calculated after giving effect to any insurance proceeds actually recovered by the Indemnified Party from insurance providers under available insurance policies, net of (i) all out-of-pocket costs and expenses relating to collection from such insurers, (ii) any deductibles associates therewith and (iii) any increase in premiums resulting therefrom. (h) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnitor Indemnified Party shall be entitled to recover the amount of any Losses suffered by such Indemnified Party more than once, regardless of whether such Losses may be as a result of a breach of more than one representation, warranty or covenant. Without limiting the generality of the foregoing, no Indemnified Party shall be able to recover any Loss for which it is otherwise entitled to indemnification under this Agreement if such Loss has already been taken into account in determining the Closing Net Working Capital pursuant to Section 2.6. (i) Except for claims for injunctive and other equitable relief, the sole and exclusive remedy of any Indemnified Party for money damages for any matters relating to this Agreement or the consummation of the transactions contemplated hereby shall be the rights to indemnification set forth in this ARTICLE IX. No officer, director, manager, employee, Affiliate, advisor or other representative of the Company or any of its Subsidiaries shall have any right Liability under or with respect to indemnification pursuant this Agreement solely in their capacity as such. (j) No party shall be entitled to Section 11.2(e) be indemnified hereunder with respect to any Losses that are in the nature of exemplary or punitive damages (except to the extent such damages are awarded in a Third-Party Claim). (and only to the extentk) such Losses are duplicative of Losses that were included The limitations on indemnification contained in this Section 9.3 shall not apply in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to case of fraud or willful misconduct of the Initial Closing Price at ClosingIndemnifying Party.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by If any Indemnitee(s) Claim for indemnification pursuant by Buyer that is subject to indemnification under Section 11.2(a11.02(a) unless (other than with respect to breach of a Seller Fundamental Representation or a Tax Representation, which shall not be subject to the limitations provided in this Section 11.04(a)), results in aggregate Losses that do not exceed $100,000, then such Losses shall not be deemed to be Losses under this Agreement and until the aggregate amount of Losses shall not be eligible for which the Indemnitee(sindemnification under this Article XI. (b) seeks Buyer shall be entitled to be indemnified pursuant to Section 11.2(a11.02(a) exceeds $50,000 for Losses incurred (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to breach of a claim Seller Fundamental Representation or a Tax Representation, which shall not be subject to the limitations provided in this Section 11.04(b)) only if and to the extent that the aggregate amount of all such Losses exceeds $1,500,000, subject to the other limitations on recovery and recourse set forth in this Agreement. (c) No indemnifying Person shall be liable for any Losses that are subject to indemnification under Sections 11.02 or 11.03 unless a Claims Notice is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. on the final date pursuant to Section 11.01. Notwithstanding the foregoing, any Claim for indemnification arising from any breach or inaccuracy of any under this Agreement that is brought prior to such time will survive until such matter is resolved. (d) Other than with respect to the Seller Fundamental Representations, the Tax Representations, Seller Taxes and Indebtedness, notwithstanding anything to the contrary in this Agreement, to the extent Buyer is entitled to indemnification under this Agreement, Buyer’s sole recourse shall be limited to the Escrowed Cash, and Seller’s aggregate obligation to indemnify Buyer pursuant to this Agreement shall not exceed the Escrowed Cash. (e) Under no circumstances shall any Party be entitled to duplicate recovery under this Agreement with respect to (i) any indemnification claim pursuant to this Article XI, even though the facts or series of related facts giving rise to such claim may constitute a breach of more than one representation, warranty or covenant or agreement set forth herein, or in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share any of the Escrow Amount, and agreements or instruments entered into in connection with the case of Jadevaia, such Seller’s Pro Rata Share of Closing or (ii) any adjustments to the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages Purchase Price pursuant to Section 11.2(a2.06. (f) Under no circumstances shall the aggregate indemnification to be paid by Seller under this Article XI exceed the Base Purchase Price. (g) Seller makes no representation or warranty, and provides no other assurance, with respect to a claim for indemnification arising from any breach or inaccuracy the amount of any Fundamental Representations Tax attributes of the Company or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable any Subsidiary, or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to the availability on or after the Closing Date of any Losses to Tax attributes of the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingCompany or any Subsidiary.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (ai) no individual claim may be made by any Indemnitee(s(or series of related claims) for indemnification pursuant under Section 4.1(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $25,000, in which case, subject to the other limitations and terms of this Article IV, the Seller shall be liable to the applicable Buyer Indemnified Party for the full amount of such claim; (ii) the Seller shall be liable with respect to claims under Section 11.2(a4.1(a) unless and until for only that portion of the aggregate Damages related to such claims (excluding any claims disallowed under Section 4.5(a)(i)), exceeding $1,000,000; and (iii) the aggregate liability of the Seller for all Damages under Section 4.1(a) shall not exceed an amount equal to 30% of the Purchase Price. Notwithstanding the foregoing, the limitations in Section 4.5(a) shall not apply to any Damages resulting from a breach of a Fully Indemnified Representation. (b) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article IV that are punitive except to the extent such Damages are components of awards or judgments payable to third parties in Third Party Claims. Each of the Buyer, the Savient Companies and the Indemnified Party with respect to any indemnification claim shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article IV. (c) Effective as of the Closing, the Buyer hereby waives and releases and shall cause each Rosemont Company to waive and release, any claim that such Rosemont Company may have against each Savient Company or its Affiliates as of the Closing Date. (d) The amount of Losses Damages recoverable by an Indemnified Party under this Article IV with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof) from an insurance carrier with respect to the Damages to which such indemnity claim relates and (ii) the amount of any Tax benefit (other than any Tax benefit which is a refund or credit to which th Indemnifying Party is entitled and receives in accordance with Section 5.3) realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. An Indemnified Party shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Damages it incurs, and each of the Buyer, the Savient Companies and the Indemnified Party with respect to any indemnification claim shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnitee(sIndemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (i) seeks the amount previously received by the Indemnified Party under this Article IV with respect to such claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article IV. (e) Except for claims for (i) equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement and (ii) fraud or willful misrepresentation, the rights of the Indemnified Parties under this Article IV shall be indemnified pursuant the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to Section 11.2(aclaims relating to breaches by any party hereto of any representation, warranty, covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. (f) exceeds $50,000 Notwithstanding anything in this Article IV to the contrary, in the event of any breach of a representation or warranty by any party hereto that constitutes fraud by such party, (i) the “Threshold Amount”), at which time the Indemnitee(s) Buyer Indemnified Parties shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation indemnified for the breach of any representations representation or warranty made by any other Seller in Article IV constituting such fraud (and only such breach) until the applicable statue of this Agreementlimitations, notwithstanding the breach earlier expiration of any covenant of any other Seller in this Agreement such representation or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification warranty pursuant to Section 11.2(e4.4(a) with respect and (ii) the limitations set forth in Section 4.5(a) shall not apply to any Losses to the extent (and only to the extent) Damages that any Buyer Indemnified Party or Seller Indemnified Party, respectively, may suffer as a result of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingfraud.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim may be made by arising out of such matter. (b) If a Selling Stockholder is conducting any Indemnitee(s) defense against a third Person claim for which a Buyer Group Member has sought indemnification pursuant to Section 11.2(a) unless 11.1(a), reasonable out-of-pocket expenses incurred by such Selling Stockholder in connection therewith, including reasonable legal costs and until expenses, shall constitute Expenses for purposes of determining the maximum aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified paid by such Selling Stockholder pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”11.1(a), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);. (c) Neither the maximum aggregate representations, warranties and covenants of the Selling Stockholders nor the Buyers’ rights to indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach thereto shall be affected or inaccuracy deemed waived by reason of any Fundamental Representations investigation made by or pursuant to Sections 11.2(b)-(eon behalf of the Buyers (including by any of their advisors, consultants or representatives) or by reason of the fact that any of the Buyers or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Buyers’ waiver of any condition set forth in Article IX. (d) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI and Section 8.1 shall be limited the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in the aggregate to the consideration actually received by such Seller this Agreement or in any certificate delivered pursuant to this Agreement;) or otherwise in respect of the sale of the Shares contemplated hereby; provided, however, that nothing herein shall limit in any way any such party’s remedies after the Closing in respect of fraud, intentional misrepresentation or intentional misconduct by the other party in connection with the transactions contemplated hereby. (de) In no Seller event shall any party be liable for any special, incidental, consequential (including loss of revenues or have profits), exemplary or punitive damages arising under any indemnification obligation for the breach of any representations legal or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement equitable theory or for the actions arising under or inaction of any other Seller in connection with this Agreement; and , (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses except to the extent such other party is held liable to a third party for such damages), all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (f) The Buyers and only the Selling Stockholders agree that any indemnification payment made pursuant to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through this Article XI shall be treated as an adjustment to the Initial Closing Purchase Price at Closingfor all Tax purposes.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no If the Sale Transaction is consummated, recovery from the Escrow Amount shall be the sole and exclusive remedy under this Agreement for any claim for indemnification with respect to the Seller Representation Indemnities, except in the case of (i) Fraud; or (ii) any failure of any of the Fundamental Representations to be true and correct as set forth in Section 8.2(a)(i); provided, however, that from and after the First Release Date, the only claims for indemnification that may be made by any Indemnitee(sagainst the then remaining and unreleased portion of the Escrow Amount shall be: (x) for indemnification Claims with respect to the Fundamental Representations and IP Representations, and (y) Claims pursuant to Section 11.2(aany of Sections 8.2(a)(ii) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 through (the “Threshold Amount”v), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);. (b) In the maximum aggregate case of any claim for indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representationsthe Individual Shareholder Indemnities, each applicable Shareholder shall be limited severally and not jointly liable for any Damages resulting therefrom up to such Shareholder’s Pro Rata Share of the Purchase Price (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, including such SellerShareholder’s Pro Rata Share of the Escrow Amount) (the “Shareholder Liability Cap”); provided that the liability of any Shareholder for Damages arising out of its own Limited Fraud, and or Limited Fraud such Shareholder had actual knowledge of, shall not be limited under this Agreement. Notwithstanding anything herein to the contrary, the Seller Indemnifying Parties’ aggregate indemnification liability for Damages pursuant to this Article 8 shall not exceed the Purchase Price, except in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);Fraud. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Subject to Section 11.2(a8.4(d), solely in the case of (X) any Claims by the Purchaser Indemnified Parties against Seller made with respect to the Seller Representation Indemnities, and (Y) any Claims by the Seller Indemnified Parties against Purchaser made with respect to the Purchaser Representation Indemnities: (i) the Indemnified Parties shall not be entitled to make such a claim Claim against the Indemnifying Parties unless the amount of Damages (excluding costs and expenses of the Indemnified Parties incurred in connection with making such a Claim) sought in such Claim (together with any other related or substantially similar Claims) exceeds USD $30,000 (the “Per-Claim Basket”); and (ii) the Indemnifying Parties shall not be liable to the Indemnified Parties for indemnification such a Claim unless and until the aggregate amount of all Damages incurred by the Indemnified Parties arising out of or resulting from any breach or inaccuracy in connection with the Seller Representation Indemnities (for Claims brought by the Purchaser Indemnified Parties) or the Purchaser Representation Indemnities (for Claims brought by the Seller Indemnified Parties), as the case may be, collectively (excluding all Damages that did not exceed the Per-Claim Basket) exceeds USD $7,000,000 (the “Deductible Basket”), provided that if the aggregate amount of any Fundamental Representations or pursuant such Damages exceeds the Deductible Basket, then (subject to Sections 11.2(b)-(ethe other limitations of this Section 8.4) the Indemnifying Party shall be limited liable for, and the Indemnified Parties shall be entitled to recover, the amount of such Damages in excess of the aggregate Deductible Basket, and the Deductible Basket shall thereafter permanently cease to the consideration actually received by such Seller pursuant apply to this Agreement;any future Claims. (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this AgreementNotwithstanding Section 8.4(c), the breach Per-Claim Basket and the Deductible Basket shall not apply in the case of: (X) any Claims in respect of the Fundamental Representations, or (Y) any covenant Damages arising out of any other Seller in this Agreement or for the actions resulting from or inaction of any other Seller in connection with this Agreement; andany Fraud. (e) no Indemnitor shall have In the case of any right to claim for indemnification pursuant to Section 11.2(e) with respect to the IP Representations, the additional parameters set forth on Schedule 8.4(e) shall apply. (f) In the case of any Losses claim for indemnification with respect to the extent Purchaser Representation Indemnities, Purchaser shall be liable for any Damages resulting therefrom only up to: (i) the Purchaser Common Stock issuable to Seller under this Agreement, for breaches of Purchaser Fundamental Representations, and only (ii) the Escrow Amount, for breaches of all other Purchaser Representation Indemnities; provided that that the liability of Purchaser for Damages arising out of Fraud committed by or on behalf of Purchaser shall not be limited under this Agreement. (g) In determining whether a breach of a representation or warranty has occurred and in determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard contained in such representation or warranty shall be disregarded. (h) Notwithstanding anything herein to the extentcontrary, claims for indemnification for which the Seller Indemnifying Parties are liable under this Article 8 shall first be settled from the then-available Escrow Amount. After the available Escrow Amount is exhausted (whether due to claims for indemnification or release), any further claims for indemnification under this Article 8 shall be settled in cash subject to the other limitations in this Section 8.4. (i) such Losses are duplicative The amount of Losses that were included Damages for any Claim pursuant to this Agreement shall be net of: (i) the amount of any insurance policy proceeds or other third party recoveries actually received by the Indemnified Party with respect to the Damages forming the subject matter of the Claim; and (ii) any Tax benefits actually realized by Purchaser as a reduction in cash Taxes payable by it in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment taxable year such Damages are incurred (determined net of any Tax costs attributable to the Initial Closing Price at Closingreceipt or accrual of the corresponding indemnity payment).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) In the absence of fraud, (A) neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under SECTION 8(b)(i)(A) of this Agreement in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations misrepresentation or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received breach by such Seller pursuant to this Agreement; (d) no Seller shall be liable Hosting or have any indemnification obligation for the breach Networks of any representations representation or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller set forth in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (B) the aggregate obligation of Networks and Hosting to indemnify, defend and hold the VitalStream Indemnitees harmless hereunder shall be limited to $800,000. In the event a VitalStream Indemnitee seeks indemnification for Losses pursuant to this SECTION 8, such VitalStream Indemnitee's sole recourse shall be against the Escrow Shares, (as defined in the Escrow Agreement). Any recourse against the Escrow Shares shall be made based upon the Fair Market Value of the Escrow Shares as determined on the day immediately prior to the date on which a Claims Notice (as defined in the Escrow Agreement) is sent by VitalStream. (ii) In the absence of fraud, (A) VitalStream shall have no Liability, nor be subject to any Claim, under SECTION 8(c)(i)(A) of this Agreement in respect of any misrepresentation or breach by VitalStream of any representation or warranty set forth in this Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extentextent of such excess and (B) the aggregate obligation of VitalStream to indemnify, defend and hold Purchase Share Indemnitees harmless hereunder shall be limited to $800,000. In the event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this SECTION 8, such Losses are duplicative Purchase Share Indemnitee's sole remedy shall be the issuance by VitalStream of Losses that were included in additional shares of Common Stock to such Purchase Share Indemnitee with an aggregate Fair Market Value (as determined on the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment day immediately prior to the Initial Closing Price at Closingdate on which a Purchase Share Indemnitee sends a notice of an indemnifiable Loss to VitalStream under this SECTION 8) equal to such indemnifiable Losses; provided, however, the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this SECTION 8 shall not exceed a number of shares of Common Stock equal to the number of Escrow Shares.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may Subject to Section 10.03(c), the Indemnitors shall not be made by required to make any Indemnitee(s) for indemnification payment pursuant to Section 11.2(a10.02(a) unless for any inaccuracy in or breach of any of the representations and warranties of the Company in this Agreement until such time as the aggregate total amount of Losses for all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitee(s) seeks Indemnitees has or have otherwise become subject, exceeds an amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 250,000 (the “Threshold AmountBasket”)) in the aggregate (it being understood that if the total amount of such Damages exceeds the Basket, at which time then the Indemnitee(s) Indemnitees shall be entitled to indemnification be indemnified against and compensated and reimbursed for all such Losses (including all Losses Damages in excess of the Basket amount and not those that are included within in the Threshold AmountBasket);. (b) Subject to Section 10.03(c), the maximum aggregate indemnification obligation liability of each Seller for money damages pursuant to the Indemnitors under Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, 10.02(a) shall be limited an amount equal to the sum of (i) in the case of ▇▇▇▇ General Escrow Amount and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share (ii) 10% of the Escrow Earnout Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);. (c) the maximum aggregate The limitations set forth in Section 10.03(a) and (b) shall not apply to any claim for indemnification obligation of each Seller for money damages made pursuant to Section 11.2(a10.02(a) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation. The maximum aggregate liability of each Indemnitor for all claims arising under Section 10.02 shall equal the aggregate Applicable Per Share Amount received by such Indemnitor with respect to a claim for indemnification arising from any breach or inaccuracy all shares of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate Company Capital Stock held by such Indemnitor immediately prior to the consideration actually received by Effective Time; provided, however, such Seller pursuant limitation shall not apply with respect to this Agreement;claims arising as a result of fraud, intentional misrepresentation or willful misconduct, for which there shall not be a limitation. (d) no Seller shall be liable Absent fraud, intentional misrepresentation or have willful misconduct, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any indemnification obligation for the breach of any representations Indemnitee may incur arising from or warranty made by any other Seller in Article IV of relating to this Agreement, the breach of any covenant of any Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other Seller equitable remedies with respect to the covenants referred to in this Agreement or for to be performed after the actions Closing or inaction any rights arising out of any other Seller in connection with this Agreement; andclaims Parent or the Surviving Corporation may have under the letters of transmittal delivered pursuant to Section 3.03). (e) no The General Escrow Fund shall be the initial recourse for any claims for Damages under this Article 10. Thereafter, subject to the provisions of this Article 10, the Indemnitees shall also have recourse against the Earnout Amount, by way of set-off or otherwise, for Damages under this Article 10. The General Escrow Fund and the Earnout Amount shall not be the sole source of recovery for Damages under this Article 10; provided, however, that the maximum aggregate liability of each Indemnitor shall have any right to indemnification pursuant to be as set forth in Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing10.03(c).

Limitations. 5.1 An Indemnifying Party shall not be liable in respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) or any amendment to or the withdrawal of any practice previously published by a Governmental Authority, in either case occurring after the Agreement Date, in the event the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses which are subject matter of an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under this Agreement. 5.5 The Company shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Seller Warranties and/or any obligations of the Seller under this Agreement. 5.6 The Indemnified Party shall not be entitled to make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement: , the limitations set forth in Paragraph 5 of this Schedule 5 (aIndemnity Claims Procedures and Limitations) no claim may be made shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by any Indemnitee(s) for indemnification the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Section 11.2(aClause 3.2.9 (Execution and Closing) unless and until of the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of share purchase agreement dated [●] executed among ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, such Seller’s Pro Rata Share ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Escrow Amount, and in Agreement, (a) the case of Jadevaia, such Seller’s Pro Rata Share Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Escrow Amount plus Agreement have been fulfilled in accordance with the Earnout Payment terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if any)applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) [●]; (cb) [●]. Yours faithfully [The Seller and the Company] Date: [●] To: [Name and address of the Seller and the Company] Dear ▇▇▇▇, This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the share purchase agreement dated [●] executed among ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 360 One Special Opportunities Fund – Series 10 and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. We are in receipt of the CP Confirmation Notice dated [●] issued by the Seller in accordance with the terms of Clause 3.2.9 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which the Seller has requested for waiver.] [To be retained if applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (a) the maximum aggregate indemnification obligation Conditions Precedent mentioned in [●] of each Seller for money damages pursuant the CP Confirmation Notice have been duly fulfilled to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementour satisfaction; and (eb) no Indemnitor shall have any right [We hereby agree to indemnification pursuant to Section 11.2(e) with respect to any Losses to waive the extent (and only to Conditions Precedent set out under [●] of the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingCP Confirmation Notice.] [To be retained if applicable.]

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for Any indemnification pursuant to Section 11.2(a5.1 or Section 5.2 shall be paid net of any tax benefit to the Indemnified Party attributable to the relevant payment. It is expressly agreed that no insurer or any other third party shall be (i) unless and until the aggregate amount of Losses for which the Indemnitee(sentitled to a benefit (as a third-party beneficiary or otherwise) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall that it would not be entitled to indemnification for all such Losses receive in the absence of Section 5.1 or Section 5.2, (including all Losses included within ii) relieved of the Threshold Amount);responsibility to pay any claims to which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation under Section 5.1 or Section 5.2. (b) To the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in extent that the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share Ancillary Agreements contain provisions that limit the liability of the Escrow Amountparties thereto, and in contain indemnification provisions, or otherwise conflict with Section 5.1 or Section 5.2 above, the case of Jadevaia, such Seller’s Pro Rata Share terms of the Escrow Amount plus the Earnout Payment (if any);Ancillary Agreements shall govern. (c) Notwithstanding Section 5.1 and Section 5.2 or the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) other provisions hereof, neither party shall be limited in liable for any special, indirect, incidental or consequential damages relating to claims of the aggregate to the consideration actually received by such Seller pursuant to this Agreement;other party or any third party. (d) no Seller The amount that any Indemnifying Party is or may be required to pay any Indemnified Party hereunder shall be liable reduced (retroactively or have prospectively) by any indemnification obligation for the breach insurance proceeds, settlement recoveries or other amounts actually recovered by or on behalf of such Indemnified Party in respect of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with 5.1 or 5.2, as the case may be (an “Actual Recovery”). If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any indemnification pursuant to any Losses Section 5.1 or 5.2, as the case may be, and shall subsequently receive an Actual Recovery, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the extent (and only amount of such Actual Recovery up to the extent) aggregate payments made by such Losses are duplicative Indemnifying Party pursuant to this Agreement in respect of Losses that were included in such indemnification pursuant to Section 5.1 or 5.2, as the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingcase may be.

Limitations. (a) Except for Losses arising in connection with any Indemnification Claim based on a Breach of any of the Fundamental Representations, the aggregate liability of the Shareholders pursuant to Section 8.2(a)(i) shall be limited to an aggregate amount equal to $9,000,000, of which aggregate amount each Shareholder may be required to reimburse the Buyer Indemnified Parties for Losses up to an amount equal to such Shareholder’s Pro Rata Share thereof. (b) The aggregate liability of Buyer to all Shareholder Indemnified Parties shall be limited to an amount equal to $9,000,000. (c) Notwithstanding anything to the contrary in this Agreement: (a) Article VIII, the Shareholders shall have no claim may be made by obligation to indemnify or hold harmless any Indemnitee(s) for indemnification Buyer Indemnified Party with respect to any Losses arising in connection with any Indemnification Claims pursuant to Section 11.2(a8.2(a)(i) unless and until the aggregate amount of Losses incurred by the Buyer Indemnified Parties for which they are entitled to indemnification collectively equal or exceed the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds sum of $50,000 375,000 (the “Threshold AmountBasket”). If such Losses exceed the Basket, at which time then the Indemnitee(sShareholders shall be responsible to indemnify the Buyer Indemnified Parties for all Losses in excess of $200,000. Notwithstanding the foregoing, this Section 8.4(c) shall in no way limit, and the Basket shall not apply to, Buyer’s right to indemnification for Losses arising in connection with any Indemnification Claim based on a Breach of any of the Fundamental Representations, other than Losses arising in connection with the representations set forth in Section 2.10.3(a), which, for the avoidance of doubt, shall be subject to the Basket. (d) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to indemnify or hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party prior to the expiration of the applicable Survival Period. (e) The obligations of the Shareholders under Section 8.2(a) shall be entitled satisfied, first, from the Indemnification Escrow Fund. If there are no funds remaining in the Indemnification Escrow Fund to indemnification for all such Losses (including all Losses included within satisfy Indemnification Claims, any additional liability of the Threshold Amount); (bShareholders under Section 8.2(a) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in satisfied from other assets of the case of ▇▇▇▇ Shareholders and ▇▇▇▇▇▇▇▇▇▇, each Shareholder shall be liable only for such SellerShareholder’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, any such Seller’s Pro Rata Share liability of the Escrow Amount plus the Earnout Payment (if any);Shareholders. (cf) For purposes of determining the maximum aggregate indemnification obligation amount of each Seller for money damages pursuant Losses under Sections 8.2 and 8.3, all qualifications and limitations as to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy materiality, Company Material Adverse Effect and words of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller similar import set forth in this Agreement or in any other Operative Document (including in any representations, warranties or covenants), shall be disregarded. (g) Subject to Section 8.4(m), the right to indemnification, payment of Losses or other remedy under Article VIII based on any Breach of representations, warranties, covenants, agreements or other obligations will not be affected by any investigation conducted with respect to, or knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, agreement or other obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement or other obligation, will not affect the right to indemnification, payment of Losses or other remedy under Article VIII based on any such representation, warranty, covenant, agreement or other obligation. (h) Any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article VIII shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate. (i) No Person shall have any liability to indemnify any Person for any Loss that would not have arisen but for any alteration or repeal, enactment or adoption of any Law or accounting standard after the Closing Date. (j) Losses suffered by any Indemnified Party shall be calculated after giving effect to any amounts covered by insurance proceeds collected by Buyer, the Company or any of the Company Subsidiaries pursuant to any policy of insurance for which the Company or any of the Company Subsidiaries paid the premiums prior to Closing for the actions or inaction time period in which the insurable Loss occurred; provided, however, any increase in premiums resulting from collection under any such policy and any deductible paid regarding any such collection shall be deemed Losses and shall be indemnifiable. If any such insurance proceeds are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment consistent with the first sentence of this Section 8.4(j). (k) The value of any tax benefits to an Indemnified Party (net of any tax detriment to the Indemnified Party as a result of receiving the indemnification payment) as a result of any Loss suffered by such Indemnified Party shall be taken into account in the calculation of the amount of any Loss, if and to the extent that the Indemnified Party and the Indemnifying Party can reasonably determine the value of such tax benefits at the time that the right to indemnification, payment of losses or other Seller remedy under this Article VIII is otherwise determined. (l) Any amounts of liability for indemnification under this Article VIII will be determined without duplication for recovery because of the state of facts giving rise to the Losses constitute a breach of more than one representation, warranty, covenant or agreement hereunder or give rise to any payment pursuant to Section 1.2.3. (m) Buyer shall not be entitled to any indemnification, payment of Losses or other remedy arising in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (representations set forth in Sections 2.6.1(a), 2.6.2, 2.6.3 and only to 2.23 under Article VIII solely resulting from the extent) such Losses are duplicative use by the Company of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingaccounting methodologies or practices, internal accounting controls or inventory, investment, credit or allowance procedures specifically set forth on Exhibit 1.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) There shall be no claim may be made by any Indemnitee(s) for indemnification pursuant to obligation under Section 11.2(a) 9.2 unless and until the aggregate amount of Losses all Damages relating thereto for which the Indemnitee(s) seeks LB shareholders would, but for this proviso, be liable exceeds on a cumulative basis when aggregating all Damages an amount equal to be indemnified pursuant to Section 11.2(a) exceeds $50,000 25,000 (the “Threshold Amount”), at which time the Indemnitee(s) and then LB shareholders shall be entitled to indemnification liable for all such Losses (Damages, including all Losses included within the Threshold Amount);; provided, however, that any Damages incurred by any PUB Indemnified Persons by reason of the matters set forth in Sections 9.2(c) , 9.2 (e) and 9.2 ( f)(2) shall not be subject to the Threshold Amount. (b) the maximum aggregate PUB shall not have any indemnification obligation under Sections 9.3 unless and until the aggregate of each Seller all Damages relating thereto for money damages which PUB would, but for this proviso, be liable exceeds on a cumulative basis when aggregating all Damages an amount equal to the Threshold Amount, and then PUB shall be liable for all such Damages, including the Threshold Amount. (c) In no event shall the PUB Indemnified Persons be indemnified pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) this Article 9 in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share an amount in excess of the Indemnification Escrow Amount, and in claims on the case of Jadevaia, such Seller’s Pro Rata Share part of the PUB Indemnified Persons shall be paid solely out of the Indemnification Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy the terms of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Indemnification Escrow Agreement, provided, however, that this limitation will not apply to the breach of any covenant under this Agreement to pay any specified amount. (d) In no event shall the aggregate total liability of PUB for indemnification under this Article 9 exceed the amount of the Indemnification Escrow Amount, provided, however, that this limitation will not apply to the breach of any covenant under this Agreement to pay any specified amount. (e) In no event shall a party be obligated to indemnify or be liable to the other Seller party for consequential, indirect or special damages except as expressly provided in Section 8.4 and Section 8.5. (f) Except for (i) injunctive or other equitable remedies available under applicable law, (ii) the Holdback specifically provided for in this Agreement or (iii) any remedy available in the event of fraud or intentional breach by LB, the sole remedy available to any PUB Indemnified Person for the actions breaches of this Agreement or inaction of any other Seller otherwise in connection with the transactions contemplated by this Agreement; and (e) no Indemnitor Agreement shall have any right to be the indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included rights provided in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingthis Article 9.

Limitations. (a) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter for which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) Seller shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) to the extent the matter in question was taken into account in the computation of the Final Purchase Price (including by means of any reserve set forth in the Closing Date Balance Sheet with respect to such matter). (c) In the event that Seller is conducting any defense against a third-Person claim for which a Buyer Group Member has sought indemnification pursuant to Section 11.1(a), expenses incurred by Seller in connection therewith, including legal costs and expenses, shall constitute Expenses for purposes of determining the maximum aggregate amount to be paid by Seller pursuant to Section 11.1(a) (d) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant , except to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect extent paid to a claim for indemnification arising from third-Person, in no event shall any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall party be liable for any exemplary, punitive, opportunity cost or have speculative damages, or consequential damages or diminution of value damages that are not reasonably foreseeable, whether arising under any indemnification obligation for the breach of any representations legal or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement equitable theory or for the actions arising under or inaction of any other Seller in connection with this Agreement; and, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (e) Except for fraud, remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Membership Interests or the Transferred Partnership Interest contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, except in the event of fraud, no Indemnitor breach of any representation, warranty, covenant or agreement contained herein shall have give rise to any right on the part of Buyer or Seller, after the Closing, to indemnification pursuant to Section 11.2(e) with respect to rescind this Agreement or any Losses to of the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingtransactions contemplated hereby.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (ai) no claim may Seller, on the one hand, or Buyer, on the other hand, shall be made by any Indemnitee(sliable with respect to claims under Section 6.1(i) for indemnification pursuant to or Section 11.2(a) unless and until 6.2(i), respectively, only if the aggregate amount of Losses for which the Indemnitee(s) seeks related to be indemnified pursuant to Section 11.2(a) such claims, when considered together, exceeds $50,000 [***] (the “Threshold AmountThreshold”)) in which case Seller or Buyer, at which time the Indemnitee(s) as applicable, shall be entitled to indemnification liable for the amount of all such Losses (including all Losses included within amounts up to the Threshold AmountThreshold);, subject to the limitations set forth in this Agreement. (bii) Notwithstanding the maximum foregoing, the aggregate indemnification obligation liability of each Seller for money damages pursuant to Section 11.2(a), other than Losses paid with respect to a claim for the indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) described in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e6.1(i) shall be limited in not exceed [***] (the aggregate to “Seller Indemnification Cap”); provided, however, that the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller Indemnification Cap shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) not apply with respect to any Losses arising from fraud. (iii) Notwithstanding the foregoing, the aggregate liability of Buyer for Losses paid with respect to the indemnification described in this Section 6.2(i) shall not exceed [***] (the “Buyer Indemnification Cap”); provided, however, that the Buyer Indemnification Cap shall not apply with respect to any Losses arising from fraud. (b) The amount of Losses recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier. The Parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any indemnification obligations with respect to Losses. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Losses with respect to such claim which the Indemnified Party was or has become entitled to receive under this Article VI and the costs associated with obtaining such insurance payment, including the cost of any increased premiums. (c) Except for claims for equitable relief (including specific performance) made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 6.1 or Section 6.2 or otherwise arising out of, resulting from or relating to this Agreement (including any exhibits or schedules hereto), any Ancillary Agreement (including any exhibits or schedules thereto) or any certificates or other instruments delivered in connection with this Agreement or any Ancillary Agreement, or any of the transactions contemplated hereby or thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Buyer Indemnified Parties are entitled to indemnification pursuant to this Article VI, Buyer shall have the right, but shall not be obligated to, set off, against any Milestone Payment or Royalties to Seller pursuant to Section 2.9 or Section 2.10, respectively, any amounts to which the Buyer Indemnified Parties are entitled to indemnification pursuant to, and subject to the limitations set forth in, this Article VI, applying such amounts in satisfaction, to the extent (and of such amount, of such owed amounts; provided that any set off pursuant to this Section 6.5(d) shall only be permitted in respect of an amount finally determined to be owed by the extent) such Losses are duplicative Indemnifying Party to a Buyer Indemnified Party pursuant to a final non-appealable order or judgment by a court of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingcompetent jurisdiction.

Limitations. (a) No Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(a)(i) related to the second sentence of Section 4.05(c) unless the aggregate of all Loss claimed by the Buyer Indemnified Parties with respect thereto exceeds 1% of the Purchase Price (the “Claim Deductible”), in which case, subject to Section 8.04(b), the Sellers shall indemnify the Buyer Indemnified Party only for the Loss in excess of the Claim Deductible. (b) The Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties under Section 8.02(a)(i) for Loss that exceeds, in the aggregate, 10% of the Purchase Price; provided, however, that such limitation shall not apply to Loss of the Buyer Indemnified Parties arising from any Fundamental Representation, and the Sellers’ aggregate Liability for such Loss, together with any other indemnifiable Loss, shall not exceed the Purchase Price. The Buyer shall not have any obligation to indemnify the Seller Indemnified Parties under Section 8.02(b) for Loss that exceeds the Purchase Price. (c) Notwithstanding anything to the contrary in this Agreement: (a) , no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Seller shall be entitled obligated to indemnification indemnify for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to indemnifiable Loss (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to (A) a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by any another Seller under Article III or (B) a covenant or other agreement to be performed on the part of another Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in under this Agreement or for the actions or inaction of in any other Seller in connection with this Agreement; and certificate delivered pursuant hereto, (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eii) with respect to any Losses Loss related to the extent (and only to second sentence of Section 4.05(c), in an aggregate amount in excess of such Seller’s proportionate share of 10% of the extent) such Losses are duplicative of Losses that were included Purchase Price less, in the Net Working Capital calculation case of each Warrantholder, such Warrantholder’s proportionate share of the fees and have previously been recovered by Purchaser through expenses of the Oxford GP Transaction Service Providers, and (iii) with respect to all Loss, in an adjustment to aggregate amount in excess of such Seller’s proportionate share of the Initial Closing Purchase Price at Closingless, in the case of each Warrantholder, such Warrantholder’s proportionate share of the fees and expenses of the Oxford GP Transaction Service Providers. (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NONE OF THE BUYER, ANY SELLER OR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (i) PUNITIVE OR EXEMPLARY DAMAGES OR (ii) LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES EXCEPT, IN THE CASE OF THIS CLAUSE (ii), TO THE EXTENT SUCH LOST PROFITS OR DAMAGES ARE (A) NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF THE PARTY ENTITLED TO INDEMNIFICATION AND (B) THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT THAT GAVE RISE THERETO OR THE MATTER FOR WHICH INDEMNIFICATION IS SOUGHT HEREUNDER, REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (i) AND (ii), TO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Limitations. (a) Subject to Section 6.04(c), Seller shall not be required to make any indemnification payment pursuant to Section 6.02(a) until such time as the aggregate amount of Damages incurred by the Purchaser Indemnified Parties and indemnifiable hereunder exceeds an amount equal to seventy-seven thousand six hundred twenty-five dollars ($77,625.00) (the “Basket”) (it being understood that if the total amount of such Damages exceeds the Basket, then the Purchaser Indemnified Parties shall be entitled to be indemnified against and compensated and reimbursed for all such Damages including the amount of the Basket). (b) Subject to Section 6.04(c), the maximum liability of Seller under Section 6.02(a) shall be equal to seven hundred seventy-six thousand two hundred fifty dollars ($776,250.00) (the “Cap”). (c) The Basket and Cap shall not apply to any claim for indemnification (i) made pursuant to Section 6.02(c), (ii) to the extent any claim arises from or is a result of any fraud, or willful or intentional breach by Seller or any of its Representatives (regardless of whether such actions have been authorized) of any representation or warranty made by Seller in this Agreement, or (iii) for any breach of any Fundamental Representation. (d) Notwithstanding anything to the contrary contained in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) except in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇fraud or willful or intentional breach by Seller, such Seller’s Pro Rata Share Seller shall not have any liability for Damages pursuant to Section 6.02 in excess of the Escrow Amountamount of the Purchase Price actually received by Seller from Purchaser pursuant to this Agreement. (e) The amount of any Damages for which indemnification is provided for under this Agreement shall be reduced by any insurance proceeds or other amounts actually recovered (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any such insurance proceeds) by the Indemnified Party with respect to such Damages. Each Indemnified Party shall use commercially reasonable efforts to mitigate all Damages; provided, however, that no Indemnified Party shall be required to make or pursue any claims for insurance and/or other payments available from third parties with respect to Damages for which it seeks indemnification hereunder. (f) Except in the case of Jadevaiafraud or willful or intentional misrepresentation, such Seller’s Pro Rata Share of the Escrow Amount plus indemnification provisions contained in this Article 6 are intended to provide the Earnout Payment sole and exclusive remedy following the Closing as to all Damages any Indemnified Party may incur arising from or relating to this Agreement (if any); (cit being understood that nothing in this Section 6.04(f) or elsewhere in this Agreement shall affect the maximum aggregate indemnification obligation of each Seller for money damages pursuant parties’ rights to Section 11.2(a) specific performance or other equitable remedies with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant the covenants referred to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or to be performed after the Closing) and provided further, that nothing in this Section 6.04(f) shall limit any of the rights, obligations or remedies in any of the Ancillary Agreements. (g) Solely for purposes of calculating Damages pursuant to this Article 6, but not for the actions purpose of determining breaches of representations and warranties, all qualifications as to materiality or inaction Material Adverse Effect or words of similar import contained in any other Seller in connection with this Agreement; and (e) no Indemnitor representation or warranty shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingbe ignored.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification The obligations of the parties pursuant to Section 11.2(a) unless 9 shall be limited to claims made prior to the last date of survival of the applicable representation, warranty or covenant referred to in this Agreement (and until the aggregate amount absence of Losses for which any express survival period shall be construed to mean that such representation, warranty or covenant survives without limit). Without limiting the Indemnitee(s) seeks to be indemnified foregoing, the obligation of the parties pursuant to Section 11.2(a9.3(b) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(sand 9.3(d) shall survive for a period of one (1) year following the Closing Date, and shall thereafter be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);null and void and of no further effect. (b) the maximum aggregate indemnification obligation The amount of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, either party's liability under this Agreement shall be limited to determined taking into account (iA) any applicable insurance proceeds actually received by the other party, and (B) any other savings realized in connection with such liability that actually reduce the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share overall impact of the Escrow Amount, and in Losses upon the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);other party. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller Notwithstanding anything in this Agreement to the contrary, CILP and COLP shall have no liability to any Buyer Indemnified Party unless the valid claims hereunder collectively aggregate more than $60,000, in which event the full amount of such valid claims shall be actionable, up to the cap described below in this paragraph (c) (except for any claim based on fraud by CILP or for the actions or inaction of any other Seller COLP in connection with this Agreement; and (e) no Indemnitor , which claim shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses not be subject to the extent limitations of this Section 9.4(c)). Further, (i) any recovery against CILP or COLP hereunder shall be limited to Buyer's actual damages, (ii) the total recovery or recoveries against CILP and/or COLP based upon "Section 9.3(b) Claims" (as hereafter defined) shall not exceed an amount which, when combined with any and all other recovery or recoveries from CILP and/or COLP based upon Section 9.3(b) Claims, shall not exceed $572,000.00 in the aggregate, and (iii) the total recovery or recoveries against CILP and/or COLP based upon "Non-Section 9.3(b) Claims" (as hereafter defined) shall not exceed an amount which, when combined with any and all other recovery or recoveries from CILP and/or COLP based upon Non-Section 9.3(b) Claims, shall not exceed $300,000. As used herein, the term "Section 9.3(b) Claims" shall refer to all claims against CILP which can be brought only under Section 9.3(b) of this Agreement, and not under any other provision of this Agreement (i.e., claims against CILP which are not, in any way, based upon a breach by CILP or COLP of any representation or covenant set forth in this Agreement that is actionable under Section 9.3(a)). As used herein, the term "Non-Section 9.3(b) Claims" shall refer to all claims against CILP or COLP which can be brought under a provision of this Agreement other than Section 9.3(b), whether or not such claim can also be brought under Section 9.3(b). Thus, for purposes of illustration only, a claim by Buyer against CILP or COLP based upon an alleged breach of a representation set forth herein, which representation relates to an action of the Partnership occurring prior to the extentClosing, would constitute a Non-Section 9.3(b) Claim because, even though such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.claim could be brought under

Limitations. (a) With respect to claims for Losses arising under Section 10.1, the aggregate liability of the Sellers shall not exceed the Purchase Price actually received or entitled to be received by the Sellers. (b) The aggregate liability of each Seller for Losses under this ARTICLE X which are indemnifiable by all of the Sellers shall not exceed such Seller’s Pro Rata Percentage of such Losses; provided that the limitation set forth in this sentence shall not apply with respect to any Party that perpetrated or participated in, or had actual knowledge of, Fraud. (c) In calculating amounts payable under this ARTICLE X, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made under this Agreement and shall be computed net of (i) payments actually recovered by Purchaser under any insurance policy insurer, including the R&W Insurance Policy, with respect to such Losses (after giving effect to any deductible or other reasonably incurred and documented out-of-pocket cost of recovery or increase in insurance premiums) and (ii) any other amount actually recovered previously by Purchaser Indemnified Party from any third party with respect to such Losses (after giving effect to any reasonably incurred and documented out-of-pocket cost of recovery). Neither Purchaser nor any of its Affiliates shall have any obligation to pursue any claims under any insurance policies (including the R&W Insurance Policy) or against any other third parties. (d) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations or warranties resulting from Fraud. (e) Notwithstanding anything to the contrary in this Agreement: , for purposes of determining (ai) no claim may be made by whether there has been a breach of or inaccuracy in any Indemnitee(srepresentation or warranty set forth in ARTICLE IV or ARTICLE V or the certificate described in Section 9.2(a) for indemnification pursuant to Section 11.2(aand (b) unless and until (ii) the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall any Purchaser Indemnified Party may be entitled to indemnification for all under this ARTICLE X, each such Losses representation or warranty (including all Losses included within other than the Threshold Amount); representations and warranties set forth in clause (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant Section 4.7) shall be deemed to Section 11.2(a), other than with respect have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to Material Adverse Effect). (if) Except in the case of ▇▇▇▇ any tort claim for Fraud and ▇▇▇▇▇▇▇▇▇▇claims for specific performance, such Seller’s Pro Rata Share after the Closing, the rights of Purchaser under this ARTICLE X shall be the Escrow Amount, and in the case exclusive remedy of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Purchaser with respect to claims resulting from or relating to any misrepresentation or breach of warranty contained in this Agreement. (g) Any payments made to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller party pursuant to this Agreement; (d) no Seller ARTICLE X shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through treated as an adjustment to the Initial Closing Purchase Price at Closingfor Tax purposes to the extent permitted by Legal Requirements.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) With respect to Claims for Damages arising under Section 6.1 or 6.2, no claim may Ample Shareholders, on one hand, and neither of Akerna nor the Purchaser, on the other hand, shall be made by liable for any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and such Damages until the aggregate amount of Losses all such Damages for which such Party(ies) may be liable, exceeds $350,000 (at which point the Indemnitee(sapplicable Indemnifying Party(ies) seeks shall become liable for all Damages under Section 6.1 or 6.2, as applicable, from first dollar, and in excess of such amount); provided that the limitation set forth in this sentence shall not apply to be indemnified claims based on: (i) fraud; or (ii) any claim pursuant to an Akerna Fundamental Representation and Warranty or an Ample Fundamental Representation and Warranty, (iii) any failure of Akerna to satisfy its obligations with respect to the Deferred Consideration under Section 11.2(a2.19 or the Rights Indenture, or (iv) exceeds $50,000 (any Ample Shareholder’s entitlement following the “Threshold Amount”)Effective Time to receive Akerna Shares in exchange for Exchangeable Shares held by such Ample Shareholder or any alleged breach of the Voting and Exchange Trust Agreement, at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within Exchangeable Share Support Agreement or the Threshold Amount);rights and entitlements of any holder of Exchangeable Shares under the articles of incorporation of Purchaser. (b) Except for Claims based on fraud, the maximum total aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share liability of the Escrow Amount, and in Ample Shareholders for all Claims shall not exceed the case of Jadevaia, such Seller’s Pro Rata Share aggregate value of the Escrow Amount plus the Earnout Payment (if any);Escrowed Shares. (c) The total liability of the maximum aggregate indemnification obligation Ample Shareholders for all Claims (inclusive of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(eClaims based on fraud) shall be limited in not exceed the aggregate to value of the consideration actually received by such Seller pursuant to this Agreement;Escrowed Shares and the Closing Shares. (d) no Seller The recovery of Escrowed Shares and Closing Shares pursuant to Section 6.6 shall be liable or have any the exclusive means for a Purchaser Indemnified Person to collect Damages for which it is entitled to indemnification obligation for under this Article 6 from the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; andAmple Shareholders. (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(eExcept for Claims based on (i) fraud, (ii) with respect to any Losses failure of Akerna to satisfy its obligations with respect to the extent Deferred Consideration under Section 2.19 or the Rights Indenture, or (iii) any Ample Shareholder’s entitlement following the Effective Time to receive Akerna Shares in exchange for Exchangeable Shares held by such Ample Shareholder or any alleged breach of the Voting and only Exchange Trust Agreement, the Exchangeable Share Support Agreement or the rights and entitlements of any holder of Exchangeable Shares under the articles of incorporation of Purchaser, the total liability of Akerna and Purchaser shall not exceed the amount determined by multiplying the aggregate number of Escrowed Shares by the Deemed Value Amount. (f) The total liability of Akerna and Purchaser for all Claims (inclusive of Claims based on fraud), except for Claims based on (i) any failure of Akerna to satisfy its obligations with respect to the extentDeferred Consideration under Section 2.19 or the Rights Indenture, or (ii) any Ample Shareholder’s entitlement following the Effective Time to receive Akerna Shares in exchange for Exchangeable Shares held by such Losses are duplicative Ample Shareholder or any alleged breach of Losses the Voting and Exchange Trust Agreement, the Exchangeable Share Support Agreement or the rights and entitlements of any holder of Exchangeable Shares under the articles of incorporation of Purchaser, shall not exceed the amount determined by multiplying the aggregate number of Escrowed Shares and Closing Shares by the Deemed Value Amount. (g) An Indemnifying Party shall have no liability to an Indemnified Party for any punitive or exemplary damages except in connection with a Third Party Action. (h) An Indemnifying Party shall have no liability to an Indemnified Party hereunder for any Damages that were included in arise as a result of any proposed or actual promulgation or change of any Applicable Laws which occurs after the Net Working Capital calculation and Effective Date, whether or not the same takes effect retroactively. (i) An Indemnifying Party shall not have previously been recovered duplicate liability to an Indemnified Party hereunder by Purchaser through virtue of more than one representation, warranty or covenant relating to the same matter or thing. (j) No Ample Shareholder shall have any right of contribution against Ample with respect to any breach by Ample of any of its representations, warranties, covenants or agreements. (k) Any payments made to a Party pursuant to this Article 6 or pursuant to the Escrow Agreement shall be treated as an adjustment to the Initial Closing Price at ClosingConsideration for tax purposes to the extent permitted by Applicable Law. (l) Where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision, or in respect of any Claim Notice, and the sum is subject to a charge to Taxes in the hands of the recipient (other than Taxes attributable to a payment being properly treated as an adjustment to the Consideration) the sum payable shall be increased to such sum as will ensure that after payment of such Taxes (and after giving credit for any relief available to the recipient in respect of the matter giving rise to the payment) the recipient shall be left with a sum equal to the sum that would have been received in the absence of such a charge to Taxes.

Limitations. (a) The indemnification and reimbursement obligations arising out of Section 5.1(a)(i) or Section 5.1(b)(i) hereunder shall expire on the third anniversary of the Closing Date (the "Expiration Date"), except (i) as to any claims for, or any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, Lien, Tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the Indemnifying Party has received written notice from the Indemnified Party on or before the Expiration Date or (ii) as to any representation or warranty expressly surviving such period as set forth in Section 2.3. (b) The total indemnification obligations of Sellers (other than for claims relating to Unassumed Liabilities or relating to or arising out of fraud or Section 3.6 (collectively the "Excluded Claims")) to Buyer pursuant to this Article V shall not exceed the Purchase Price in the aggregate. Notwithstanding anything to the contrary set forth in this Agreement: , the indemnification obligations of Sellers with respect to Excluded Claims shall not count towards, or be subject to, the limitations set forth in the first sentence of this paragraph (ab) or the $100,000 deductible set forth in Section 5.2(c), and there shall be no limitation on such indemnification obligations. The total indemnification obligations of Buyer to Sellers pursuant to this Article V (other than for claims in respect of Assumed Liabilities) shall not exceed (x) with respect to obligations or liabilities arising from or in connection with a failure of the closing to occur or any termination of this Agreement, an aggregate amount of $300,000, and (y) in respect of other indemnification obligations, an aggregate amount of $2,000,000. For purposes of calculating the total indemnification obligations of the parties pursuant to this Article V, (i) legal fees and expenses incurred by an Indemnifying Party in the defense of an Indemnified Party against a third party claim may shall be made included and (ii) costs and expenses incurred or reimbursed by any Indemnitee(s) for an Indemnifying Party in connection with the pursuit of insurance or third party indemnification or contribution claims pursuant to Section 11.2(a5.1(e) unless and until the aggregate amount of Losses for which the Indemnitee(sshall be excluded. (c) seeks Neither party to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) this Agreement shall be entitled to indemnification for pursuant to Sections 5.1(a)(i) or Section 5.1(b)(i), unless the aggregate Losses to such party with respect to all such Losses claims for indemnification exceed $100,000, in which case the other party shall be obligated, subject to the limitations set forth in paragraphs (including all Losses included within the Threshold Amount); a) and (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant this Section 5.2, to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) pay in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in full the aggregate to the consideration actually received by amount of such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingLosses.

Limitations. Notwithstanding anything The entitlement of any Indemnified Persons to be indemnified pursuant to this ARTICLE VIII shall be subject to each of the contrary in this Agreementfollowing principles or qualifications: (a) Except in the case of fraud or breach of a Fundamental Representation, no claim for the recovery of Indemnifiable Damages pursuant to Sections 8.2(a) or 8.3(a) may be made asserted by any Indemnitee(sIndemnified Person after the expiration of the Survival Period; provided, however, that claims first asserted in writing in a Claim Notice prior to such expiration shall survive expiration of the Survival Period. (b) Except in the case of fraud or with respect to any Fundamental Representation, no claim for indemnification Indemnifiable Damages shall be made pursuant to Section 11.2(a8.2(a) unless and until the aggregate amount of Losses all Indemnifiable Damages for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) claims are made hereunder by Acquiror Indemnified Persons exceeds $50,000 100,000 (the “Threshold AmountBasket”). If the total amount of such Indemnifiable Damages exceeds the Basket, at which time then the Indemnitee(s) Indemnified Persons shall be entitled to indemnification be indemnified against and compensated and reimbursed for all such Losses (including all Losses included within Indemnifiable Damages from the Threshold Amount); (b) first dollar. In addition, except in the case of fraud or with respect to any Fundamental Representation, the Company Holders’ maximum aggregate indemnification obligation of each Seller liability for money damages Indemnifiable Damages made pursuant to Section 11.2(a8.2(a) is $840,000. (c) The amount of any Indemnifiable Damages that are subject to indemnification under this ARTICLE VIII shall be calculated net of the amount of (i) any insurance proceeds actually received by the Indemnified Persons covering such Indemnifiable Damages (net of any related deductibles, the net present value of any increase in premiums (retroactive/retrospective or otherwise) and costs of collection), other than (ii) any reserve provided specifically for the item in question in the Latest Balance Sheet and (iii) any adjustments to the Base Merger Consideration pursuant to Section 1.13 with respect to the subject matter in dispute, but only to the extent of such adjustment. Acquiror shall not be obligated to obtain any such proceeds described in clause (i) of this Section 8.4(c). (d) After the Effective Time, with the exception of separate claims against specific Company Members under the Sellers Agreement or any other agreement entered into with the Company Members in connection with this Agreement (including Employment Agreements and restricted stock purchase agreements) or claims based upon fraud, recovery against each Company Holder shall be limited in respect of each Company Holder to the actual proceeds received pursuant to the transactions contemplated by this Agreement by such Company Holder. In addition, with the exception of separate claims against specific Company Members under the Sellers Agreement or any other agreement entered into with the Company Members in connection with this Agreement (including Employment Agreements and restricted stock purchase agreements) or claims based upon fraud, any claims by the Acquiror Indemnified Persons pursuant to Section 8.2 must be made, first, against the contingent consideration as provided in Section 1.16, and only once there shall be no contingent consideration remaining to be paid out may a claim be made directly against any of the Company Members (subject in each case to the several and not joint obligations of the Company Members based on their respective Pro Rata Shares). (e) In no event shall any Indemnifying Person be liable for any punitive or exemplary damages (unless payable as a result of a Third Party Claim). (f) All indemnification arising from payments made pursuant to this ARTICLE VIII shall be treated by the parties as adjustments to the Base Merger Consideration, including for Tax purposes, unless otherwise required by applicable law. (g) The parties agree that no party is making any representation or warranty with respect to any matter relating to such party or its subsidiaries or other affiliates, the Merger or any of the other transactions contemplated by this Agreement other than the representations and warranties of such party expressly as set forth in this Agreement (as qualified by the Disclosure Schedule) or in any certificate, agreement, notification or election delivered by any other party hereto at the Closing and no party is relying on any representation or warranty other than as expressly set forth in this Agreement or any such certificate, agreement, notification or election delivered hereto at the Closing. (h) The Acquiror Indemnified Persons shall be entitled to the indemnification provided for hereunder even if any of them waived any of the conditions set forth in ARTICLE VII. The consent of the Company Members shall not be required in order for Acquiror to be indemnified under this ARTICLE VIII. No Company Holder shall have any right of contribution or subrogation, or any other recourse, against the Company or the Surviving Company, or any of their directors, officers or employees, with respect to any breach or inaccuracy by the Company of any Fundamental Representationsof its representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇warranties, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach covenants or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingagreements.

Limitations. Notwithstanding anything The indemnification provided for in this Section 8 is subject to the contrary in this Agreementfollowing additional limitations: (a) no claim may 8.5.1 The Sellers will not be made by obligated to pay any Indemnitee(s) amounts for indemnification pursuant to under this Section 11.2(a) unless 8 (except those based upon Section 4 and Sections 5.5, (the "Basket Exclusion")), until the aggregate amount amounts for indemnification under this Section 8, exclusive of Losses for which those based on the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 Basket Exclusions, equals 25,000 pounds sterling (the “Threshold "Basket Amount”"), at which time whereupon, subject to the Indemnitee(s) shall other limitations contained in this Section 8, the Sellers will be entitled obligated to indemnification for pay all such Losses (amounts, including all Losses included within the Threshold Basket Amount);. (b) 8.5.2 Notwithstanding anything in this Agreement to the maximum aggregate indemnification obligation of each Seller for money damages pursuant contrary, the Sellers will not be obligated under any circumstance to Section 11.2(a), other than with respect to a claim make any payment for indemnification arising from any breach under this Section 8 and the Tax Deed (in aggregate) or inaccuracy otherwise (except those based upon the Basket Exclusion) in excess in the aggregate of $2,803,293 pounds sterling. 8.5.3 The liability of the Indemnifying Party will be net of any Fundamental Representations, shall be limited to insurance benefits received by Indemnitee (i) or in the case of ▇▇▇▇ indemnification by the Sellers, of insurance benefits received by the Company or the Purchaser) and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and any tax benefits received by Indemnitee (or in the case of Jadevaiaindemnification by the Sellers, such Seller’s Pro Rata Share of tax benefits received by the Company or the Purchaser) in respect of the Escrow Amount plus loss giving rise to the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy indemnification; provided, that if claims for insurance by Indemnitee are pending but have not been received by Indemnitee as of any Fundamental Representations or pursuant a date on which the Indemnitor is otherwise obligated to Sections 11.2(b)-(e) shall be limited in make payment under this Section 8, then the aggregate Indemnifying Party will make such payment and Indemnitee will concurrently assign such claims for insurance to the consideration actually received by Indemnifying Party or, if such Seller pursuant to this Agreement; assignment is prohibited, will enforce such claims on the Sellers behalf at the Sellers direction (dwith the Sellers bearing the reasonable out-of-pocket expenses of such enforcement) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses and remit such insurance to the extent (and only to the extent) Indemnifying Party within three business days of receipt of such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closinginsurance.

Limitations. 5.1 An Indemnifying Party shall not be liable in respect of an Indemnity Claim if and to the extent the relevant Loss would not have arisen but for a change in applicable Law or a change in the interpretation of applicable Law (whether relating to Tax, the rate of Tax or otherwise) or any amendment to or the withdrawal of any practice previously published by a Governmental Authority, in either case occurring after the Agreement Date, in the event the change, amendment or withdrawal purports to be effective retrospectively in whole or in part. 5.2 The Indemnifying Parties shall not be liable for any indirect, remote or consequential damages or loss of profit. 5.3 The Indemnified Party shall take all reasonable steps and provide all reasonable assistance to avoid or mitigate any Losses which are subject matter of an Indemnity Claim. 5.4 The Seller shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Company Warranties and/or any obligations of the Company under this Agreement. 5.5 The Company shall not be liable to the Indemnified Party for any claims arising out of a breach of any of the Seller Warranties and/or any obligations of the Seller under this Agreement. 5.6 The Indemnified Party shall not be entitled to make any Indemnity Claim to the extent that the claim would allow the Indemnified Party to claim an amount more than once in respect of the same subject matter (a “Double Claim”). If the Indemnified Party does recover an amount from an Indemnifying Party which is pursuant to a Double Claim, it shall return an amount equal to the excess to such Indemnifying Party. 5.7 To the extent that an Indemnity Claim is for Loss which is based upon a contingent liability, the Indemnifying Party shall not be liable to make a payment to the Indemnified Party in respect of such Loss unless and until such time as the contingent liability becomes actual Loss. 5.8 Where the Indemnifying Party has made a payment to the Indemnified Party in relation to any Indemnity Claim and the Indemnified Party recovers (whether by insurance, payment, discount, credit relief or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Loss which is the subject of such Indemnity Claim, the Indemnified Party shall pay (net of any Taxes) to such Indemnifying Party as soon as practicable after receipt of such an amount, the amount recovered from the third party, less (i) in the event of a partial discharge, any outstanding indemnity amount due and payable but not received from the Indemnifying Party; and (ii) any Taxes and costs of such recovery from a third party subject to the Indemnified Party providing the Indemnifying Party supporting documents with respect to such Taxes and costs, if available or in the absence of such documents, providing an undertaking that it has disclosed true and complete information regarding the amount recovered from the third party and Taxes and costs of recovery from a third party. 5.9 Notwithstanding anything to the contrary stated in this Agreement, the limitations set forth in Paragraph 5 of this Schedule 5 (Indemnity Claims Procedures and Limitations) shall not apply for a Loss attributable to any fraud, gross negligence or wilful misconduct by the Company, Promoters and/or the Seller. Date: [●] To: [Name and address of Purchaser] Dear Sir, This letter is being delivered pursuant to Clause 3.2.9 (Execution and Closing) of the share purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Ashoka India Equity Investment Trust Plc and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the Agreement. 1. In accordance with the terms of the Agreement, (a) the Seller hereby certifies that the Conditions Precedent set out under the following Clauses of the Agreement have been fulfilled in accordance with the terms of the Agreement: [●] (b) the Conditions Precedent set out under the following Clauses of the Agreement have been duly waived in accordance with the terms of the Agreement: [●] [To be retained if applicable.] 2. The supporting documents evidencing such completion or waiver, if applicable, are enclosed herewith and include the following: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount)[●]; (b) [●]. Yours faithfully [The Seller and the maximum aggregate indemnification obligation Company] Date: [●] To: [Name and address of each the Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in and the case of ▇▇▇▇ and ▇▇▇▇▇▇Company] Dear ▇▇▇▇, such Seller’s Pro Rata Share This letter is being delivered pursuant to Clause 3.2.10 (Execution and Closing) of the Escrow Amountshare purchase agreement dated [●] executed among Gopal Agriproducts Private Limited, Ashoka India Equity Investment Trust Plc and Gopal Snacks Limited (the “Agreement”). Capitalised terms herein shall have the same meanings as the corresponding terms in the case of Jadevaia, such Seller’s Pro Rata Share Agreement. We are in receipt of the Escrow Amount plus CP Confirmation Notice dated [●] issued by the Earnout Payment Seller in accordance with the terms of Clause 3.2.9 of the Agreement, confirming fulfilment of the Conditions Precedent as set out in Clause 3.2 [other than the Conditions Precedent mentioned under Paragraph 1 (b) of the CP Confirmation Notice, in respect of which the Seller has requested for waiver.] [To be retained if any);applicable.] In accordance with the terms of the SPA, we hereby confirm the following: (ca) the maximum aggregate indemnification obligation Conditions Precedent mentioned in [●] of each Seller for money damages pursuant the CP Confirmation Notice have been duly fulfilled to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreementour satisfaction; and (eb) no Indemnitor shall have any right [We hereby agree to indemnification pursuant to Section 11.2(e) with respect to any Losses to waive the extent (and only to Conditions Precedent set out under [●] of the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingCP Confirmation Notice.] [To be retained if applicable.]

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may If the Merger is consummated, recovery from the Escrow Fund shall be made the sole and exclusive remedy under this Agreement for the matters listed in clause (a) of Section 9.2, except in the case of (i) fraud, willful breach or intentional misrepresentation by the Company, or (ii) any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until failure of any of the aggregate amount of Losses for which the Indemnitee(s) seeks Specified Representations to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount);true and correct. (b) In the maximum aggregate indemnification obligation case of each Seller for money damages pursuant (x) any failure of any of the Specified Representations to Section 11.2(a)be true and correct, other than with respect to a or (y) any claim for indemnification arising from any breach or inaccuracy made pursuant to clauses (b) through (f) of any Fundamental RepresentationsSection 9.2, shall be limited to (i) and except in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇fraud, willful breach or intentional misrepresentation, each Company Indemnifying Party shall be liable for such Sellerholder’s Pro Rata Share of the Escrow Amountamount of any Damages resulting therefrom up to the aggregate portion of the Total Consideration received or, and in the case of Jadevaiathe Holdback Employees, receivable by such Seller’s Pro Rata Share of Company Indemnifying Party pursuant to Article 2; provided, however, that the Parent Indemnified Persons shall be required to first exhaust the Escrow Amount plus Fund prior to seeking further indemnification recourse directly against the Earnout Payment (if any);Company Indemnifying Parties. Claims arising out of fraud, willful breach or intentional misrepresentation shall not be capped under this Agreement. (c) Notwithstanding anything contained herein to the maximum aggregate contrary, the Company Indemnifying Parties will not be responsible for, and will not be required to indemnify any Parent Indemnified Person against, any Liabilities to the extent (but only to such extent) that such Liabilities are explicitly taken into account in the calculation of the Closing Net Working Capital Amount and the Total Consideration. From and after the Effective Time, resort to indemnification obligation under this Article 9 will be the exclusive right and remedy of each Seller the Parent Indemnified Persons for money damages Damages under this Agreement. (d) Notwithstanding anything contained herein to the contrary, no Parent Indemnified Person may receive any portion of the Escrow Fund in respect of any claim for indemnification that is made pursuant to clause (a) of Section 11.2(a9.2 (other than claims which result from any failure of any Specified Representations) and which do not involve fraud, willful breach or intentional misrepresentation by the Company, unless and until Damages in an aggregate amount greater than $100,000 (the “Basket”) have been incurred, paid or properly accrued, in which case the Parent Indemnified Persons may make claims for indemnification for all Damages, including the amount of the Basket. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard and any Knowledge qualification contained in such representation or warranty shall be disregarded; provided, however, such qualifications shall be given their full effect for purposes of determining whether a breach has occurred. Claims for indemnification made pursuant to (i) clause (a) of Section 9.2 with respect to Specified Representations, (ii) clauses (b)-(f) of Section 9.2 or (iii) involving fraud, willful breach or intentional misrepresentation by the Company shall not reduce the amount of the Basket applicable to subsequent claims for indemnification pursuant to clause (a) of Section 9.2. (e) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company Indemnifying Parties shall have no obligation to indemnify any Parent Indemnified Person for Damages related to or arising from any reduction of or limitation on use with respect to a claim net operating loss carry-forward or tax credit carry-forward of the Company or the Operating Subsidiary attributable to a Pre-Closing Tax Period, except to the extent such reduction or limitation results in a Tax Liability for which any Parent Indemnified Person is entitled to indemnification arising from any breach or inaccuracy under this Agreement. (f) Damages in each case shall be net of the amount of any Fundamental Representations Tax Benefit actually recognized by the applicable Parent Indemnified Person in the taxable year in which the Damages are incurred. For purposes of the preceding sentence, a “Tax Benefit” shall mean an actual net reduction in Tax liability as a result of incurring the indemnifiable Damages attributable thereto, as such reduction is determined in good faith by the applicable Parent Indemnified Person. (g) Notwithstanding anything contained herein to the contrary, (i) the Company Indemnifying Parties shall have no liability under this Article 9 for any punitive, special or indirect Damages (other than any such Damages payable to a third party pursuant to Sections 11.2(b)-(ea Third-Party Claim) and (ii) “Damages” shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach net of any representations or warranty made amounts actually recovered by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) a Parent Indemnified Person under applicable insurance policies with respect to such Damages in excess of the sum of (1) reasonable out-of- pocket costs and expenses relating to collection under such policies and (2) any Losses deductible associated therewith to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingpaid.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Except as otherwise provided in this Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”10.3(a), at which time the Indemnitee(s) no Purchaser Indemnified Person or Seller Indemnified Person shall be entitled to indemnification in respect of any claim for indemnification that is made pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) unless and until (i) the amount of Damages that are indemnifiable pursuant to Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, in connection with any individual claim or series of related claims based on a similar set of operative facts is greater than $200,000 (the “De Minimis Threshold”) and once the De Minimis Threshold has been exceeded, the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, shall be indemnified for all such Losses Damages therefrom (including an amount equal to the De Minimis Threshold) (the “Non De Minimis Damages”), but subject to any remaining amount of the Deductible and (ii) the aggregate amount of Damages that are indemnifiable pursuant to Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, exceeds $4,000,000 (the “Deductible”) (provided that in the case of each of Section 3.6(a) and Section 3.26 only, the Deductible shall be deemed to be $1,000,000 respectively), and once the Deductible has been reached, the Purchaser Indemnified Person or Seller Indemnified Person shall be indemnified for all Losses included within Non De Minimis Damages in excess of the Threshold Amount);Deductible. None of the De Minimis Threshold, the Deductible, or the Cap shall apply to Damages related to the breach of any Company Fundamental Representations, Seller Fundamental Representations, or any of the representations and warranties contained in Section 3.15. (b) Except as set forth in Section 10.3(a) and this Section 10.3(b), no Purchaser Indemnified Person or Seller Indemnified Person shall be entitled to indemnification under Section 10.2(a)(i) or Section 10.2(b)(i) for an aggregate amount of Damages exceeding $25 million (the “Cap”) in connection with Damages related to the breach of any of the representations or warranties of Seller, the Company or the Purchaser, respectively. Notwithstanding the foregoing, in the case of Damages attributable to a breach of Section 3.6(a) only, the maximum aggregate indemnification obligation liability of each Seller for money damages pursuant will be $50 million (the “Sufficiency Cap”) (it being understood that the Sufficiency Cap is available only with respect to breaches of Section 11.2(a3.6(a), and that recoveries under Section 10.2(a)(i) for breaches of all other than representations and warranties of Seller and the Company will not count concurrently against the Sufficiency Cap but only against the Cap or the Disclosure Cap, as applicable); provided, further, that for purposes of the determination of whether there was a failure of Section 3.6(a) to be true and correct, breaches with respect to Support Assets shall be disregarded unless they are material in the aggregate. Notwithstanding the foregoing, in the case of Damages attributable to a breach of Section 3.26 only, the maximum indemnification liability of Seller will be $50 million (the “Disclosure Cap”) (it being understood that the Disclosure Cap is available only with respect to breaches of Section 3.26, and that recoveries under Section 10.2(a)(i) for breaches of all other representations and warranties of Seller and the Company will not count concurrently against the Disclosure Cap but only against the Cap or the Sufficiency Cap, as applicable). None of the Cap, the Disclosure Cap or the Sufficiency Cap shall apply to any claim for indemnification with respect to a claim breach of Company Fundamental Representations, Seller Fundamental Representations or any of the representations and warranties contained in Section 3.15, which shall be capped at the Total Share Purchase Consideration (the “Fundamental Representation Cap”). The parties agree that any liability or indemnification obligation with respect to a breach of Section 10.2(a)(i) (other than a breach of Section 3.6(a) or Section 3.26) shall be payable by Seller as follows: (x) first, up to $2 million in cash, (y) second, up to $23 million as a set off against Purchaser’s obligation to pay, if and when payable, the Contingent Consideration, and (z) third, any remaining liability or indemnification obligation, in cash. The parties agree that any liability or indemnification obligation with respect to a breach of Section 3.6(a) or Section 3.26 shall be payable by Seller in cash. For clarity, the maximum indemnification liability of Seller under Section 10.2(a)(i) in all circumstances shall be equal to the Fundamental Representation Cap. (c) The Purchaser Indemnified Persons and Seller Indemnified Persons shall exercise commercially reasonable efforts (including by seeking to recover for Damages pursuant to existing insurance policies) to mitigate the amount of any Damages after becoming aware of any event that could reasonably be expected to give rise to Damages pursuant to Section 10.2(a)(i)-(ii) or Section 10.2(b)(i)-(ii) (other than for intentional breaches of Section 10.2(a)(ii) or Section 10.2(b)(ii)). Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Purchaser Indemnified Persons or Seller Indemnified Persons recover from Seller or Purchaser, as applicable, for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies and/or contractual indemnification or contribution provisions (up to the amount first recovered from Seller or Purchaser, as applicable) shall be paid to Seller by Purchaser or to Purchaser by Seller, as applicable. (d) Damages pursuant to Section 10.2(a)(i)-(ii) or Section 10.2(b)(i)-(ii) (other than for intentional breaches of Section 10.2(a)(ii) or Section 10.2(b)(ii)) shall include only actual losses and out-of-pocket expenses incurred and shall exclude (i) special, exemplary or punitive Damages, (ii) consequential or indirect damages that were not reasonably foreseeable, unless in each case of (i) and (ii), awarded by an arbitrator or Governmental Authority to a Third Party and paid to such Third Party by a Purchaser Indemnified Person or Seller Indemnified Person, (iii) lost opportunities and other similar speculative Damages, and (iv) diminution or reduction in value damages premised upon application of a multiplier. In the event that particular underlying facts constitute a breach of more than one of the representations, warranties or covenants in this Agreement, then to the extent the same indemnifiable Damages result from such multiple breaches, such indemnifiable Damages may not be actually recovered more than one time by any Purchaser Indemnified Person or Seller Indemnified Person, as applicable, without limiting any rights of a party to make claims under multiple provisions hereunder. If and solely to the extent that an amount of Damages in connection with an Indemnifiable Matter was already taken into account in connection with calculation of the Total Share Purchase Consideration or Final Net Working Capital, the same amount of such Damages may not be recovered under this Article 10. (e) For the purposes of the determination of (i) whether there was a failure of any representation or warranty to be true and correct as of any particular date and (ii) the existence or amount of any Damages in respect of any such failure, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation or warranty shall be disregarded (other than in instances where the word “Material” is used as part of the capitalized defined terms “Company Material Contracts” and “Material Adverse Effect”); provided, however, that in the case of the representations and warranties set forth in Section 3.17(a)(i), such standard or qualification shall not be disregarded for purposes of the foregoing clause (i). For the purposes of the determination of (i) whether there was a failure of any representation or warranty contained in Section 3.15 to be true and correct as of any particular date and (ii) the existence or amount of any Damages in respect of any such failure of such representation in Section 3.15, exceptions to any such representation or warranty contained in the Disclosure Schedule shall be disregarded. (f) To the extent a Purchaser Indemnified Person or Seller Indemnified Person actually realizes any net Tax Benefits or incurs a net Tax Cost as a result of the payment or incurrence of any Damages or the receipt or accrual of any indemnity payments in respect of such Damages, respectively, the amount of Damages for which indemnification is provided hereunder shall be (i) increased to take account of such net Tax Cost arising from (and that would not have arisen but for) the receipt or accrual of the indemnity payment hereunder (grossed up for such increase) and (ii) reduced to take account of such net Tax Benefits actually realized in cash or applied against cash Taxes payable arising from (and that would not have arisen but for) the payment or incurrence of any such Damages. In furtherance of (and without duplication of) clause (ii) above, to the extent that the claim with respect to which an indemnity obligation arises has not given rise to an actual net Tax Benefit in a prior year or in the year in which the indemnity payment is to be made, but gives rise to an actual net Tax Benefit payable with respect to the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, in any of the four tax years following the payment or incurrence of such Damages, the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, shall pay to Seller or Purchaser, as applicable, an amount equal to the net Tax Benefit within twenty (20) business days after such benefit is actually received in cash or is applied against cash Taxes payable if such benefit is actually realized after the indemnity payment is made. For this purpose, a Purchaser Indemnified Person or Seller Indemnified Person shall be deemed to actually realize a net tax benefit (“Tax Benefit”) or a net Tax Cost (“Tax Cost”), if, and to the extent that, such a Purchaser Indemnified Person’s or Seller Indemnified Person’s actual Liability for Taxes (after giving effect to any alternative minimum or similar Tax), calculated by excluding any Tax items attributed to the payment or incurrence of the Damages or the receipt or accrual of the indemnity payment in respect of such Damages, is reduced by way of a reduction of Taxes paid or increase in a refund of Taxes actually received or applied against other Taxes due or is increased by way of an increase of Taxes paid or reduction in a refund of Taxes or credits applied against Taxes due, respectively, in each case, determined on a “with and without basis”. (g) Notwithstanding any other provision of this Agreement, each of Seller and the Company is not making and shall not be construed to have made, and Seller shall not have any liability or indemnification obligation with respect to, any representation or warranty as to the amount or availability of any net operating losses, Tax credits, or other Tax attribute. Notwithstanding any other provision of this Agreement, Seller shall not have any liability or indemnification obligation (i) for any Taxes of the Company or Company Subsidiaries with respect to any Taxable period (or portion thereof) beginning after the Closing Date (other than (1) Taxes arising from a breach of any of the representations and warranties set forth in Sections 3.15(e), 3.15(f), or 3.15(g) and (2) Taxes arising as a result of any breach of or default in connection with any of the covenants or agreements made by the Company and Seller in this Agreement to be performed), (ii) for any Taxes of the Company or Company Subsidiaries resulting from any action or transaction outside of the ordinary course of business taken by Purchaser after the Closing on the Closing Date, (iii) the ability of Purchaser, the Company or any of their affiliates to utilize any Tax asset or attribute (e.g., net operating loss carryforward or Tax credit carryforward) in any Taxable period or portion thereof (including any Straddle Period) beginning on or after the Closing Date, (iv) resulting from an amendment of the Company or the Company Subsidiaries’ Tax Returns unless such amendment (A) is the result of a breach or inaccuracy of the representations contained in Section 3.15 or (B) is in connection with a “closing agreement” (within the meaning of Section 7121 of the Code or any Fundamental Representationsother analogous provision of state, local or foreign Law) entered into in connection with a Tax Proceeding relating to any Pre-Closing Tax Period or Straddle Period, or (v) for any Taxes to the extent such Taxes were included as a liability in the calculation of Company Closing Net Working Capital. (h) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be limited affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements. (i) Following the Closing, (i) this Article 10 shall constitute the sole and exclusive remedy for recovery of money Damages by the Purchaser Indemnified Persons and Seller Indemnified Persons for all Seller Indemnifiable Matters and Purchaser Indemnifiable Matters, as applicable, (ii) all applicable statutes of limitations or other claims periods with respect to claims for Seller Indemnifiable Matters and Purchaser Indemnifiable Matters shall be shortened to the applicable claims periods and survival periods expressly set forth herein and (iii) the Purchaser Indemnified Persons and Seller Indemnified Persons irrevocably waive any and all rights they may have to make claims against Seller and Purchaser, as applicable, under statutory and common law, other than claims for fraud, as a result of any Damages and any and all other damages or losses incurred by the Purchaser Indemnified Persons and Seller Indemnified Persons with respect to the Seller Indemnifiable Matters and Purchaser Indemnifiable Matters, as applicable, whether or not in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share excess of the Escrow Amount, and maximum amounts permitted to be recovered pursuant to this Article 10 (it being understood that nothing in this Section 10.3(i) or elsewhere in this Agreement shall affect the case of Jadevaia, such Seller’s Pro Rata Share of parties’ rights (x) to specific performance or other similar non-monetary equitable remedies with respect to the Escrow Amount plus covenants referred to in this Agreement to be performed after the Earnout Payment Closing or (if any); (cy) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) 2.3). Purchaser and Seller hereby irrevocably waive any right of rescission with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at ClosingTransactions.

Limitations. Notwithstanding anything to the contrary in this Agreement:foregoing: ----------- (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until With the aggregate amount exception of Losses for which HarbourVest, the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller of the Equityholders for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any AXENT Indemnity Claims based on any breach or inaccuracy alleged breach of Section 3.4, 4.2, 4.11 or 4.13 shall not exceed the value of the AXENT Common Shares received by such Equityholder in payment of the Purchase Price as determined based on the AXENT Share Price. The aggregate indemnification obligation of HarbourVest for any Fundamental Representations, shall be limited to AXENT Indemnity Claim based on any breach or alleged breach of (i) Sections 4.2, 4.11 or 4.13 shall not exceed fifty percent (50%) of the value of the AXENT Common Shares received by HarbourVest in payment of the case Purchase Price as determined based on the AXENT Share Price (the "HarbourVest 50% Limit") and (ii) Section 3.4 shall not exceed the value of ▇▇▇▇ and the AXENT Common Shares received by HabourVest in payment of the Purchase Price as determined based on the AXENT Share Price; provided, if HarbourVest's indemnification obligation for an AXENT Indemnity Claim based on any breach or alleged breach of Section 4.2 is limited because of the 57 HarbourVest 50% Limit, then ▇▇▇▇▇▇▇ ▇▇▇▇ shall be liable for the amount that such claim exceeds the HarbourVest 50% Limit (such obligation being referred to as the "Special ▇, such Seller’s Pro Rata Share ▇▇▇ Indemnity"). The aggregate indemnification obligation of ---------------------- each of the Equityholders for any other AXENT Indemnity Claims brought under Articles III or IV of this Agreement shall be limited to the AXENT Common Shares included in the Escrow AmountDeposit. Notwithstanding the foregoing, and in the case of JadevaiaSection 7.1(a) Indemnity Claims and except for the Special ▇▇▇▇ Indemnity, such Seller’s Pro Rata Share the liability of any Equityholder for indemnification obligations after exhaustion of the Escrow Amount plus Deposit shall be further limited to such Equityholder's pro rata share of any AXENT Indemnity Claim based on the Earnout Payment number of AXENT Common Shares received by such Equityholder relating to the aggregate number of AXENT Common Shares received by the Equityholders. (if anyb) The right of AXENT and CKS to indemnification hereunder shall be reduced by the (i) amount of any tax benefits accruing to AXENT or CKS (as determined in good faith by AXENT);, or (ii) insurance proceeds received by AXENT or CKS (provided, to the extent that insurance premiums are increased, such proceeds shall not reduce the amount of indemnification provided hereunder), in each case as a result of or in connection with such claims, which tax benefits or insurance proceeds AXENT will take reasonable steps to obtain. (c) The rights of the maximum aggregate indemnification obligation Equityholders under this Article VII shall be the exclusive remedy of each Seller for money damages pursuant to Section 11.2(a) the Equityholders with respect to a claim for indemnification claims arising from out of or relating to any breach misrepresentation or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations representation or warranty made by warranty, or failure to perform any other Seller covenant or agreement of AXENT contained in Article IV of this Agreement, . The rights of AXENT and CKS under this Article VII shall be the exclusive remedy of AXENT and CKS with respect to claims arising out of or relating to any misrepresentation breach of any representation or warranty, or failure to perform any covenant or agreement of the Equityholders contained in this Agreement. Notwithstanding the foregoing, the Parties' remedies relating to or arising out of any other Seller claims for fraud are not intended to be limited by the foregoing, and nothing in this Agreement or for the actions or inaction shall be construed as a waiver of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 11.2(e) with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingclaims.

Limitations. (a) Notwithstanding anything to the contrary in this Agreement: herein, (a) no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount liability of Losses the Company Stockholders and Noteholders for Damages under this Article VI shall not exceed the Escrow Shares and the sole remedy of the Buyer and the Transitory Subsidiary against the Company Stockholders and Noteholders under this Article VI (except as provided in Section 6.4(c)) shall be to make a claim against the Escrow Shares in accordance with the Escrow Agreement, and (b) the Company Stockholders and Noteholders shall be liable under this Article VI for only that portion of the aggregate Damages which exceeds $50,000, except for Damages resulting from any matter identified under Section 2.18 of the Disclosure Schedule, -36- 42 for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) Company Stockholders and Noteholders shall be entitled liable for the full amount of such Damages, subject to indemnification for all such Losses the provisions of clause (including all Losses included within the Threshold Amount);a) above. (b) Notwithstanding anything to the maximum contrary herein, (a) the aggregate indemnification obligation liability of each Seller the Buyer and the Transitory Subsidiary for money damages pursuant to Section 11.2(a)Damages under this Article VI shall not exceed $3,000,000, other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, and (b) the Buyer and the Transitory Subsidiary shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share liable under this Article VI for only that portion of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any);aggregate Damages that exceeds $50,000. (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) Except with respect to a claim for indemnification arising from any breach or inaccuracy claims based on fraud, the rights of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) the Indemnified Persons under this Article VI shall be limited in the aggregate exclusive remedy of the Indemnified Purchasers and Indemnified Stockholders with respect to the consideration actually received by such Seller pursuant claims resulting from or relating to this Agreement; (d) no Seller shall be liable or have any indemnification obligation for the misrepresentation, breach of any representations warranty or warranty made by any other Seller in Article IV of this Agreement, the breach of failure to perform any covenant or agreement of any the other Seller party contained in this Agreement (provided that nothing contained in this Agreement shall limit or for restrict any right or remedy the actions Buyer or inaction of the Surviving Corporation may have under any other Seller in connection with this Agreement; and (e) no Indemnitor Environmental Law). No Company Stockholder shall have any right to indemnification pursuant to Section 11.2(e) of contribution against the Company with respect to any Losses to breach by the extent (and only to the extent) such Losses are duplicative Company of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closingany of its representations, warranties, covenants or agreements.