Common use of Limitations Clause in Contracts

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No The Buyer Indemnitees shall not have any right to be indemnified by any Seller for any individual obligation or Liability pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless such obligation or Liability exceeds 0.01471% of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs), in which event the right to be indemnified shall apply to the full amount of such obligation or Liability (a “Qualified Loss”), subject to the other limitations set forth in this Section 12.04. (b) Subject to the other provisions of this Section 12.04, the Buyer Indemnitees shall not have the right to be payable indemnified pursuant to a Buyer Indemnified Party hereunder in satisfaction Section 12.03(c) or Section 12.03(f) for breaches of any claim representations and warranties unless and until the Buyer Indemnitees shall have incurred on a cumulative basis aggregate Qualified Losses for a claim in an amount exceeding 1% of the Initial Purchase Price (if the Option Closing does not occur) or series the aggregate of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs) (the “ThresholdIndemnity Deductible”), at in which time event the Seller right to be indemnified shall indemnify the Buyer Indemnified Parties for the full amount of apply only to all such Qualified Losses in respect excess of such claims from and including the first dollar of all such Losses but subject Indemnity Deductible. (c) Subject to the other limitation contained herein; providedprovisions of this Section 12.04, however, that the Threshold shall not apply sum of all losses pursuant to any Losses resulting from, arising out of which indemnification is payable by Sellers pursuant to Section 12.03(c) or relating to Section 12.03(f) for breaches of the representations and warranties set forth shall not exceed, in the Fundamental Representationsaggregate, or the related sections and subsections ten percent (10%) of the Company’s disclosure schedules provided in connection herewith Initial Purchase Price (in each case disregarding any materiality limitation thereinif the Option Closing does not occur) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% aggregate of the amount actually received by such Seller at Initial Purchase Price and the applicable Option Purchase Price (if the Option Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerageoccurs) (in each case disregarding any materiality limitation thereinthe “Cap Amount”), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The following provisions of this Section 9.4 shall limit the indemnification obligations hereunder: (ia) No amount The Indemnifying Party shall not be payable liable for any Indemnified Costs pursuant to this Article IX unless a Buyer written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party hereunder in satisfaction of any claim unless and until to the aggregate Losses for a claim Indemnifying Party with respect thereto on or series of like claims that are paidbefore 5:00 p.m., incurredNashville, sustained Tennessee time, on or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including prior to the first dollar anniversary of all such Losses but subject to the other limitation contained hereinClosing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (x) a breach of any Fundamental Representations or (y) an Excluded Liability or any Pro-Rated Item may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the Threshold expiration of such covenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article IX until the amount of all such Indemnified Costs exceeds, in the aggregate, $2,362,500, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article IX shall not exceed $31,500,000. The limitations in the previous two sentences shall not apply to any Losses resulting from, arising Indemnified Costs to the extent such costs arise out of or relating to breaches (i) a breach of the representations and warranties set forth in the any Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4an Assumed Liability, each Seller’s liability for indemnification (iii) an Excluded Liability or any Pro-Rated Item or (iv) breach of Buyer Indemnified Parties under this Agreement shall not exceed 50% any covenant or other agreement of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties Indemnifying Party under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iiic) Recovery under Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Article VIII shall constitute Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and each Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for any breach and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of any representation, warranty, covenantSeller to the Buyer Indemnified Parties on the one hand, or agreement the Buyer to the Seller Indemnified Parties on the other hand, pursuant to this Article IX shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the same event or in any way related circumstance giving rise to this Agreement. For purposes the indemnification obligation of claritythe Sellers or the Buyer, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementrespectively, hereunder.

Limitations. (ia) No amount In no event shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject have liability under Section 8.2(a)(i) to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting extent a breach of a representation or warranty results from, arising relates to or arises out of or relating to breaches the T-Mobile Parties’ breach of the representations and warranties set forth in the Fundamental Representations, Existing Lease or the related sections and subsections use or operation of the CompanySeller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) aggregate liability under this Article 8 or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything otherwise pursuant to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount Purchase Price (or portion thereof) actually received by such the Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iiib) Recovery In no event shall the T-Mobile Parties’ aggregate liability under this Article VIII 8 exceed the Purchase Price; provided that in no event shall constitute the sole foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and exclusive (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any breach reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any representation, warranty, covenant, breach or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations default by the other Parties under this Agreement.

Limitations. (ia) No amount shall be payable to a The Buyer Indemnified Party hereunder Persons shall have no right to recover any amounts under Section 7.2(a) or Section 7.3(a), unless on or before the eighteen month anniversary of the Closing Date, Buyer notifies the Sellers’ Representative in satisfaction writing of any claim unless and until the aggregate Losses for a claim or series of like claims that are paidbreach under Section 7.2(a) or Section 7.3(a) specifying, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinextent then known by Buyer, the factual basis of that claim or breach in reasonable detail; provided, however, that the Threshold shall not apply any written notice of any claim or breach with respect to any Losses resulting fromSeller Fundamental Representation, the Seller IP Representation, or a claim for indemnification or reimbursement to the extent not arising out of or relating under Section 7.2(a), may be made by Buyer at any time prior to breaches 60 days following the expiration of the representations and warranties set forth applicable statute of limitations period. (b) The Sellers shall have no right to recover any amounts under Section 7.4(a), unless on or before the eighteen month anniversary of the Closing Date, the Sellers’ Representative notifies Buyer in writing of a claim or breach under Section 7.4(a) specifying, to the extent then known by the Sellers’ Representative, the factual basis of that claim or breach in reasonable detail; provided, however, that any written notice of any claim or breach with respect to any Buyer Fundamental RepresentationsRepresentation, or a claim for indemnification or reimbursement to the related sections and subsections extent not arising under Section 7.4(a), may be made by the Sellers’ Representative at any time prior to 60 days following the expiration of the Companyapplicable statute of limitations period. (c) All Damages hereunder will be determined net of any Insurance Awards (less expenses incurred in recovering such Insurance Awards) and net of any Tax benefits resulting from the Damages, but only if and to the extent such Tax benefits are actually realized by the applicable Indemnified Person in any tax year beginning prior to the receipt of the applicable indemnification payment. If any Insurance Awards are received by an Indemnified Person (or any of its Affiliates) with respect to any Damages after payment has been made with respect thereto, the Buyer Indemnified Persons or Sellers, as applicable, will pay the amount of such Insurance Awards (less expenses incurred in recovering such Insurance Awards) up to the amount of the payment. (d) Buyer, Parent and Holdings shall, and shall cause all Buyer Indemnified Persons to, and Sellers shall take all generally accepted commercially reasonable steps to mitigate such Person’s disclosure schedules provided Damages upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Damages that are indemnifiable hereunder. (e) Notwithstanding anything contained in connection herewith this Agreement to the contrary, no Person shall be liable to any other Person for any (A) consequential or special damages of such other Person (except to the extent reasonably foreseeable); or (B) exemplary or punitive damages of such other Person, in each case disregarding any materiality limitation thereinof the foregoing clauses (A) or the Covered Matters. Stock Purchase Agreement 23 and (iiB), (x) Notwithstanding anything relating to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing breach or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any alleged breach of any representation, warranty, covenant, covenant or agreement in this Agreement and (y) other than any such damages incurred by an Indemnified Person as a result of a Third-Party Claim. (f) Except the specific representations made by the Seller in Articles II and III of this Agreement, the certificate to be delivered by Sellers pursuant to Section 1.5(a)(viii) and any other Sellers Closing Documents, Buyer specifically disclaims that it is relying upon or in has relied upon any way related to this Agreement. For purposes of claritysuch other representations or warranties that may have been made by any Person, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementand acknowledges and agrees that the Sellers have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person.

Limitations. (i) No amount An Indemnitor shall be payable not have an obligation to a Buyer indemnify an Indemnified Party hereunder in satisfaction of any claim Person pursuant to this Agreement unless and until the damages caused to the Indemnified Person hereunder shall in the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (75,000, in which event the “Threshold”)Indemnified Person shall be entitled to be indemnified for all damages for which the Indemnified Person is to be indemnified for pursuant hereto. In addition, at which time the Seller in no event shall an Indemnitor have an obligation to indemnify the Buyer an Indemnified Parties Person hereunder for the full amount damaged in excess of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth $2,200,000 in the Fundamental Representations, or the related sections and subsections aggregate. Notwithstanding any other provision of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and in addition to any other rights and remedies available to the Parties hereto, once Parent has fully complied with the procedures of this Section 8.04 and an obligation to indemnify Parent Indemnified Persons is finally determined, the outstanding principal balance of the Note shall be reduced by the amount of such indemnification obligation(s). Prior to taking any action under this Section 8.04(d) and effecting any offset hereunder, Parent shall give Company Indemnitors thirty (30) days’ prior written notice of its intent to do so, specifying in reasonable detail the basis for such offset, and upon written request of J▇▇▇▇ ▇▇▇▇▇ meet and confer with R▇▇▇▇▇▇ ▇▇▇▇▇ prior to the expiration of such thirty (30) day period in an effort to resolve any dispute concerning an offset in accordance with this Section 8.04(d). Only after complying with the foregoing procedures and reducing the Note by the amount of such indemnification obligation may the Parent Indemnified Persons bring a claim for the balance of such indemnification obligation against the Company Indemnitors (subject to the floor and ceiling set forth above). In the event Parent is obligated to make any payments under this Article VIII, it may, at its sole discretion, make the payment in shares of Parent Common Stock in a number of shares equal to the (i) the dollar amount obligated to be paid hereunder divided by (ii) Losses resulting from the Covered Matters, average daily closing market price of such shares of Parent Common Stock for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at five (5) Business Days immediately preceding the applicable Closing pursuant to this Agreementpayment date. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The rights of the Indemnified Persons to indemnification hereunder are subject to the following: (i) No amount no indemnification shall be payable by a [************************] with respect to Losses arising from a Buyer Indemnified Party hereunder [****************************] described in satisfaction of any claim unless and Section 6.2(a)(i) until the aggregate cumulative amount of all such Losses for a claim or series of like claims that are paidexceeds [***********], incurred, sustained or accrued equal or exceed $50,000 (whereupon the “Threshold”), at which time the Seller [******************] [*******] shall indemnify the Buyer Indemnified Parties be liable for the full amount of all such Losses in respect excess of such claims amount up to a maximum aggregate amount of [**********]; (ii) no indemnification shall be payable by a [*******************] with respect to Losses arising from and including a [*******************************] described in Section 6.2(b)(i) until the first dollar cumulative amount of all such Losses but subject exceeds [*********], whereupon the [***********************] shall be liable for the full amount of all such Losses in excess of such amount up to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out a maximum aggregate amount of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.[*************]; (iii) Recovery under this Article VIII no indemnification shall constitute be payable to any Indemnified Person to the sole and exclusive remedy for any breach extent of any representationTax benefits actually realized by such Indemnified Person or its Affiliates with respect to such Losses or to the extent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. such Losses shall have been reduced as a result of the recovery by such Indemnified Person or any of its Affiliates (after deducting all attorneys’ fees, warrantyexpenses and other costs of recovery) from any insurer or other party liable for such Losses (and such Indemnified Person shall use commercially reasonable efforts to seek and obtain such recovery); and (iv) a Buyer Indemnified Person shall not be entitled to indemnification hereunder with respect to a Buyer Event of Indemnification where the Buyer or any Member had actual knowledge or notice of the facts giving rise to such Event of Indemnification, covenantprovided that, or agreement pursuant to or in any way related to this Agreement. For for purposes of claritySection 3.1(i), nothing the Buyer and the Members shall be deemed to have actual knowledge of an Action pending against the Company if notice of such Action had been delivered to the Company’s offices in this Section shall limit Buyer’s right Mt. V▇▇▇▇▇, Indiana or to seek equitable relief (including an injunction) any of its employees principally located at such offices at any time on or prior to enforce its obligations under this Agreementthe Closing Date.

Limitations. (a) An Indemnifying Person shall have no liability under this Article unless notice of a claim for indemnity (a "NOTICE"), shall have been given within two years after the Closing Date; provided, however, that (i) No amount an Indemnifying Person's aggregate cumulative liability under this Article for which Notice is properly provided to an Indemnified Person within one (1) year of the Closing Date shall not exceed $1,600,000, and (ii) on the first anniversary of the Closing Date, an Indemnifying Person's aggregate cumulative liability to an Indemnified Person shall be payable reduced to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein1,000,000; provided, however, that if an Indemnified Person shall have previously submitted proper Notice to the Threshold Indemnifying Person of a claim or indemnifiable Loss which exceeds $1,000,000 in the aggregate, then the Indemnifying Person's cumulative liability hereunder shall not apply remain $1,600,000. (b) Notwithstanding the two year time limitation set forth in paragraph (a) of this SECTION 9.4, the Purchaser may give notice of and may make a claim relating to (i) any Tax Liability, or (ii) the representations and warranties contained in SECTION 2.2 (Capitalization), SECTION 2.3 (Authority) (except for the representations and warranties with respect to the Noncompetition Agreement), SECTION 2.14 (Tax Matters) and SECTION 2.24 (Title) at any time on or prior to 90 days after the expiration of the appropriate statute of limitation, if any, with respect to any Losses resulting fromclaim covered by the representations and warranties in such Sections. (c) The Seller and the Stockholders shall have the right to update the disclosures included on the Schedules attached hereto after the date hereof and prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, arising out after the Closing Date the Seller and the Stockholders shall have no liability for matters which are disclosed in the attached Schedules, or are subsequently disclosed on the attached Schedules after the date hereof and prior to the Closing; provided, however, nothing in this SECTION 9.4(c) shall affect the liability of or the Seller and the Stockholders for any penalties and/or interest relating to breaches any Tax Liability. (d) In addition to the rights and remedies of the parties specifically provided for by this Article, each party hereto shall have such other equitable remedies as shall be available under applicable law or in equity for the other party's breach of the representations and warranties set forth in the Fundamental Representationscontained herein, or the related sections and subsections failure to perform any of its covenants, agreements or obligations under or contained in this Agreement or in any document furnished or delivered pursuant hereto; provided, however, that with respect to any remedy providing for the Company’s disclosure schedules provided recovery of monetary damages, any such recovery shall be subject to the limitations contained in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23SECTIONS 9.4, 9.6, 9.7 AND 9.8. (iie) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4the contrary, each Seller’s neither Trust shall have any liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) amounts due pursuant to this Agreement, except for (i) Losses resulting from the breach ARTICLE IX in excess of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received total assets held by such Seller at Trust on the applicable Closing date of a claim of indemnification is made pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementARTICLE IX. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. 7.1 The rights of the Purchaser in respect of any of the Warranties (iother than Warranties relating to Taxes or under the Tax Deed) No shall only be enforceable if notice in writing (giving insofar as may then be practicable the amount and reasonable details of the claim) shall be payable given to a Buyer Indemnified Party hereunder any of the Warrantors on or before 30 June 2003. 7.2 The rights of the Purchaser in satisfaction respect of any of the Warranties relating to Taxes or under the Tax Deed shall only be enforceable if notice in writing (giving insofar as may then be practicable the amount and reasonable details of the claim) shall be given to the Warrantors on or before the expiry of a period of seven (7) years from Completion. 7.3 In respect of any liability under any Warranty or under the Tax Deed which in either case is based upon a liability which is contingent then the Purchaser shall not be entitled to pursue the claim until the liability becomes an actual liability but the fact of it being contingent shall not operate to avoid a claim in respect of a contingent liability made before the expiry of the relevant period specified in sub-clauses 7.1 or 7.2 if details of such claim have been delivered (insofar as may then be practicable) before the expiry of such period and provided that such liability shall become an actual liability no later than two (2) years after the expiry of the relevant period Provided That in the event that proceedings in respect of any such claim are issued at any time prior to the expiry of the aforesaid two (2) year period then the Warrantors liability in respect of such claim shall not be avoided by virtue of the expiry of the aforesaid two (2) year period. 7.4 If the Warrantors are liable both in respect of a breach of Warranty and under the Tax Deed, the Purchaser shall be entitled to claim in respect of either or both. The Purchaser shall not however be entitled to recover from the Warrantors under the Warranties or the Tax Deed more than once in respect of the same damage suffered, and accordingly the Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss is or has been included in a claim under the Tax Deed which has been satisfied to the extent that it has been so satisfied, nor shall the Warrantors be liable in respect of a claim under the Tax Deed if and to the extent that the loss is or has been included in a claim for breach of the Warranties which has been satisfied to the extent that it has been so satisfied. 7.5 Notwithstanding any other provision of this agreement, no limitations of any kind whatsoever (including the limitations provided in this clause 7 on making claims within particular time periods) shall apply to any claim under this agreement or under the Tax Deed against the Warrantors when it can be demonstrated that such claim is based on any dishonest or fraudulent act or dishonest or fraudulent omission, concealment or misrepresentation of, or by, the Warrantors prior to Completion. 7.6 The Warrantors shall not be liable in respect of any Relevant Claim unless the liability in respect of such Relevant Claims exceeds US$2,000 (but for these purposes aggregating Relevant Claims arising out of circumstances which are of a like nature or otherwise connected with each other in determining whether such US$2,000 sum has been exceeded) (each such claim a "Qualifying Claim") in which event (subject to sub-clause 7.7) the Warrantors shall be liable for the whole of such liability and not merely for the excess. Notwithstanding the foregoing, the Warrantors shall not be liable for any returns of Products made in the ordinary course of business. 7.7 The Warrantors shall not be liable in respect of any Relevant Claim unless and until the aggregate Losses for a claim or series cumulative liability of like claims that are paid, incurred, sustained or accrued equal or exceed $the Warrantors in respect of all Qualifying Claims exceeds US$50,000 (in which event the “Threshold”), at which time the Seller Warrantors shall indemnify the Buyer Indemnified Parties be liable for the full whole of such liability and not merely for the excess). The maximum liability of the Warrantors in respect of all Qualifying Claims shall not exceed US$6,350,000. 7.8 A Relevant Claim other than a Relevant Claim relating to Taxes or under the Tax Deed (if it has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall be fully barred and unenforceable on the date falling six (6) months after the date specified in sub-clause 7.1 unless proceedings shall have been issued and served on any of the Warrantors on or prior to the expiry of such six (6) month period. 7.9 A Relevant Claim relating to Taxes or under the Tax Deed (if it has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall be fully barred and unenforceable on the date falling six months after the date specified in sub-clause 7.2 in relation to Relevant Claims unless proceedings shall have been issued and served on any of the Warrantors on or prior to the expiry of such six (6) month period. 7.10 The Warrantors shall not be liable in respect of a Relevant Claim to the extent that the Relevant Claim would not have arisen but for any voluntary act or omission of the Purchaser or any members of the Purchaser's Group or the Company after Completion effected otherwise than in the normal and usual course of business and which the Purchaser knew or ought reasonably to have known would give rise to a Relevant Claim and which is not an act or omission which: (a) is a necessary consequence of any act or omission of any Warrantors or the Company on or before Completion, or (b) has been agreed in writing by any of the Warrantors. 7.11 The Warrantors shall not be liable in respect of a Relevant Claim if and to the extent that the Relevant Claim relates to an amount which the Company is entitled to recover from a person other than a Warrantors (a "Third Party") unless the Company shall have used all reasonable endeavours to recover such sum from such Third Party provided that nothing in this clause shall require the Company or the Purchaser to issue proceedings against any person. Any amounts net of any Taxes recovered from a Thirty Party as aforesaid shall be deducted from the amount of all Losses such aforesaid Relevant Claim. 7.12 Where the Warrantors are liable in respect of Relevant Claim and the Company has a right of recovery from a Third Party in respect of such claims from Relevant Claim but notwithstanding the provisions of sub-clause 7.11 the Company shall not have recovered the same, the Purchaser shall at the request of the Warrantors and including upon discharge by the first dollar Warrantors of all their liability in relation to such Losses but subject Relevant Claim at the cost of the Warrantors, assign or so far as possible procure to be assigned to the Warrantors for no consideration the benefit of such right. 7.13 The Purchaser shall pay to the Vendor any amount recovered from a Third Party in respect of a matter the subject of a Relevant Claim which the Vendor has paid to the Purchaser in respect of such Relevant Claim such amount not to exceed the amount so recovered by the Purchaser from the Vendor 7.14 The Warrantors shall not be liable in respect of a Relevant Claim (other limitation contained herein; providedthan a Relevant Claim relating to Taxes and/or under the Tax Deed, however, Accounts and/or accounting records) to the extent that the Threshold shall Relevant Claim would not apply to have arisen but for any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth change after Completion: (a) in the Fundamental Representations, law or the related sections and subsections interpretation of the Company’s disclosure schedules provided law in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organizationrelevant jurisdiction; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.or

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) No amount Seller Indemnifying Parties shall be payable not have any obligation to indemnify any Buyer Indemnified Parties for any Loss pursuant to Section 12.2(a) in respect of any individual claim (or series of related claims) involving Losses of less than $100,000 (each such claim or series of related claims that exceeds such threshold being a “Qualifying Claim”), (ii) Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party hereunder in satisfaction of for any claim Loss pursuant to Section 12.2(a) unless and until the aggregate amount of all such Losses for a claim in respect of Qualifying Claims incurred or series sustained by all Buyer Indemnified Parties with respect to which Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.2(a) exceeds 1.5% of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 the Base Consideration (the “ThresholdDeductible”), at which time whereupon the Seller Indemnifying Parties shall be liable only for such Losses in respect of Qualifying Claims in excess of 1% of the Base Consideration, but subject to Section 12.4(a)(iii) and the other provisions of this Article XII; and (iii) the aggregate liability of Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for the full amount of all Losses under Section 12.2(a) shall in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches no event exceed 10% of the representations Base Consideration (as adjusted pursuant to Section 2.3, Section 2.4 and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Section 2.5). (iib) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4or otherwise, each Seller’s the aggregate liability for indemnification of Seller Indemnifying Parties or Buyer Indemnified Indemnifying Parties under this Agreement shall not in no event exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary Base Consideration (as of the date hereof (with respect to the Employees) adjusted pursuant to this AgreementSection 2.3, except for Section 2.4 and Section 2.5). (ic) Without duplication of any amounts paid to Seller or any of its Affiliates under Schedule 2.9, the obligation of any Party or parties obligated to provide indemnification (the “Indemnifying Party”) to indemnify any Person entitled to indemnification (the “Indemnified Party”) against any Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under Section 12.2 or Section 12.3 or otherwise under this Agreement shall not exceed 100% of the amount be reduced (i) by any amounts actually received by such Seller at the applicable Closing any Indemnified Party pursuant to this Agreementany indemnification by, or any indemnification or other agreement with, any third party with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery) and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of by the amount of insurance proceeds or other cash receipts or sources of reimbursement actually received by any Indemnified Party from third parties, including third party insurers, with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery). In furtherance of the foregoing, if an Indemnifying Party pays to any Indemnified Party an amount in respect of Losses and any Indemnified Party thereafter receives from a third party a sum in respect of the matter giving rise to such Losses that would cause such Indemnified Party to recover amounts in the aggregate that exceed the amount of the relevant Losses, then (A) if the excess was paid to a Buyer Indemnified Party, Buyer shall promptly repay to Seller at an amount equal to such excess and (B) if the applicable Closing pursuant excess was paid to a Seller Indemnified Party, Seller shall promptly repay to Buyer an amount equal to such excess. The Indemnified Party shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (d) Each Indemnified Party shall exercise commercially reasonable efforts to mitigate any Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, event or circumstance giving rise to such Losses. The Parties shall, and shall cause their respective Affiliates to, reasonably cooperate with the other Parties in connection with any mitigation efforts related to Item 3 in Schedule 1.1(i), which mitigation efforts may include entering into Back-to-Back Agreements in accordance with Section 7.17(d). (e) In the event that any specific Losses are suffered by any one or more Indemnified Party for which any such Indemnified Party is entitled to indemnification and any such Indemnified Party is actually indemnified by an Indemnifying Party in full with respect to all such Losses incurred by such Indemnified Party, then such Losses shall be deemed to no longer exist and, therefore, any further recovery by such Indemnified Party or any other Indemnified Party from any Indemnifying Party for such same Losses would constitute an unintended “double” recovery and shall be prohibited under this Agreement. (f) No Buyer Indemnified Party may assert a claim for indemnification for, and Buyer shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Seller Indemnified Parties from, against and in respect of any and all Losses resulting from or arising out of, or that are attributable to the following: (i) any cessation of operations at the Real Property after the Closing Date; (ii) any invasive or subsurface sampling, surveys, investigations, inspections, analyses or testing, including of any soil, water, air or other media, by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates after the Closing Date that are not required by any Environmental Law or Environmental Permit or otherwise by any Governmental Authority; (iii) Recovery any liabilities arising under this Article VIII Environmental Laws relating to Hazardous Materials initially discovered by a Governmental Authority as a result of any notifications to, or communications with, any Governmental Authority by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates, including any officer, employee or representative of the Company, any Buyer Indemnified Party or any of their respective Affiliates, on or after the Closing Date that are not required by any Environmental Law or Environmental Permit; (iv) any contribution to or exacerbation of any Losses arising under Environmental Laws, including any Release of Hazardous Materials by any act or omission by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates after the Closing Date; or (v) any change in Environmental Law following the Closing Date. (g) With respect to any Remedial Action that is required to satisfy any claim for indemnification by a Buyer Indemnified Party: (i) Any Buyer Indemnified Party shall constitute have the right (but not the obligation), by delivery of written notice to Seller, to conduct and control such Remedial Action; provided, however, that, if a Buyer Indemnified Party elects to conduct such Remedial Action (A) the Buyer Indemnified Party shall reasonably consult with Seller in good faith in advance as to the conduct of such Remedial Action, and shall reasonably consider in good faith all reasonable comments in respect thereof (if any) provided by Seller; provided, further, to the extent there is a material change in the scope or cost associated with such Remedial Action, the Buyer Indemnified Party shall further consult with Seller in good faith prior to taking such Remedial Action, (B) the Buyer Indemnified Party shall keep Seller reasonably informed of the status of the Remedial Action, (C) the Buyer Indemnified Party shall provide Seller with a copy of any material written correspondence, reports or other documents received or submitted to a Governmental Authority with respect to such Remedial Action, and (D) Seller shall have the right to reasonably monitor such Remedial Action to the extent such monitoring does not interfere with Buyer’s ability to conduct and control such Remedial Action. Any costs incurred by Seller relating to such monitoring shall be at Seller’s sole cost and exclusive remedy expense and shall not limit any of the Buyer Indemnified Parties’ rights to indemnification hereunder. The Parties agree to reasonably cooperate with one another in connection with any such Remedial Action. (ii) The Parties acknowledge and agree to the additional terms set forth in Schedule 12.4(g)(ii) with respect to any Remedial Action. (h) No Buyer Indemnified Party may assert a claim for any Taxes or other related Losses to the extent (i) the Taxes are included in the calculation of the Final Net Working Capital; (ii) the Taxes resulted from Company transactions on the Closing Date but after the Closing that were outside the ordinary course of business; (iii) the Taxes resulted from actions taken by Buyer or post-Closing actions taken by the Company that violate any covenant, representation, or other obligation of Buyer in this Agreement; or (iv) the Taxes are for any period (or portion of any Straddle Period) beginning after the Closing Date; provided, that the limitation in clause (iv) shall not apply to Taxes resulting from a breach of any representationa representation or warranty in Section 5.9(e) or Section 5.9(i). A Buyer Indemnified Party’s liability for Taxes (and other related Losses) that arise out of an obligation to indemnify or succeed to another Person’s Tax liability (pursuant to a Contract, warranty, covenantas a successor or transferee, or agreement pursuant otherwise) shall be limited to such Taxes (and other related Losses) resulting from actions or in any way related events occurring prior to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementthe Closing.

Limitations. Except for any action or claim based on Actual Fraud, indemnification rights for Losses pursuant to Section 11.01 are subject to the following limitations: (i) No The Seller Indemnifying Parties shall not be liable to the Buyer Indemnitees for any Losses with respect to the matters contained in Section 11.01(a) unless the Losses therefrom exceed an aggregate amount shall be payable equal to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 551,250 (the “ThresholdDeductible Amount”), at which time and then only for Losses in excess of the Deductible Amount. For purposes of calculating whether there has been any such inaccuracy or breach and for purposes of calculation any Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality” or “Material Adverse Effect” or a similar qualification. (ii) In no event shall the aggregate liability of the Seller Indemnifying Parties under Section 11.01(a) exceed the Indemnity Escrow Amount (the “R&W Cap”). (iii) Any indemnification obligation of the Seller Indemnifying Parties pursuant to Section 11.01(a) shall indemnify be satisfied, within five (5) Business Days of the final determination of the amount of the indemnification claim: (a) first from the Indemnity Escrow Amount (and the Seller’s Representative and Buyer shall deliver joint instruction to the Escrow Agent providing for the appropriate release of the Indemnity Escrow Amount), and (b) then, to the extent such claim is not an exclusion listed on the R&W Insurance Policy, from the R&W Insurance Policy. (iv) The aggregate liability of the Seller Indemnifying Parties under Section 11.01(b) shall not exceed $1,000,000 (the “Guaranteed Amount”). (v) Any indemnification obligation of the Seller Indemnifying Parties pursuant to Section 11.01(b) shall be satisfied, within five (5) Business Days of the final determination of the amount of the indemnification claim, by the Seller Indemnifying Parties. (vi) For the avoidance of doubt, neither the Deductible Amount nor the R&W Cap limitations shall apply to the indemnification rights of the Buyer Indemnified Parties Indemnitees pursuant to Section 11.01(b). (vii) To the extent that a Pre-Closing Tax is included in the calculation of Indebtedness, Buyer shall not be able to seek indemnification under Section 11.01 for such Pre-Closing Tax. (b) The parties hereto hereby acknowledge and agree that, except with respect to Section 2.04, their sole and exclusive remedy after the full amount of Closing Date with respect to any and all Losses in respect of such monetary claims from and including the first dollar of all such Losses but subject relating to the other limitation contained hereinsubject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article XI; provided, however, that the Threshold nothing in this Section 11.03 shall not apply limit any Person’s right to (i) seek and obtain any Losses resulting fromequitable relief to which any Person shall be entitled, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary seek any remedy on account of Actual Fraud, (iii) enforce any covenant or agreement contained in this Agreement but subject that by its terms is to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties be performed following the Effective Time or (iv) enforce its rights and remedies under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Escrow Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementRestrictive Covenant Agreements or Offer Letters. (iiic) Recovery under this Article VIII shall constitute the sole and exclusive The right to indemnification, payment, reimbursement, or any other remedy for any breach of based on any representation, warranty, covenant, obligation or agreement contained in this Agreement will not be affected by any investigation conducted at any time or any knowledge acquired (or capable of being acquired) at any time, in each case whether before or after the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant, obligation or agreement. (d) Subject to Buyer’s obligations in Section 11.06(b)(iii), to the extent required by applicable Law, the Buyer Indemnitees shall (and, after the Closing, the Company shall and shall cause the other Target Companies to) use commercially reasonable efforts to mitigate any Losses that are indemnifiable hereunder, whether by asserting claims against third parties, by qualifying for a benefit that may reduce or eliminate an indemnified matter, or otherwise. In the event that the Buyer Indemnitees or any Target Company fails to use commercially reasonable efforts to mitigate any such Losses as required by applicable Law, then notwithstanding anything else to the contrary contained herein, the Sellers shall not be required to indemnify a Buyer Indemnitee for any Loss that would reasonably be expected to have been avoided or reduced if the Buyer Indemnitee or Target Companies, as appropriate, had made such efforts. (e) Payments by any Seller pursuant to Section 11.01. in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Buyer Indemnitees or any of their respective Affiliates in respect of any way related to this Agreement. For purposes such claim; provided that the amount of claritysuch proceeds or payment actually received shall be net of: (a) any deductibles for the applicable insurance policies; (b) any increase in the premium for the applicable insurance policies arising from such Losses; and (c) any other reasonable, nothing documented costs incurred in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementconnection with collecting such proceeds or payment.

Limitations. (a) Except as set forth in this Section 9.4(a), despite any other provision in this Article IX, with respect to indemnification under ********************, the Parent Indemnified Parties will be entitled to indemnification thereunder only: (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until if the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed Parent Indemnifiable Amounts under those Sections exceeds $50,000 ******************** (the “ThresholdParent Threshold Amount”), at in which time event the Seller shall indemnify the Buyer Parent Indemnified Parties will be entitled to indemnification for all Parent Indemnifiable Amounts, including all Parent Indemnifiable Amounts used to reach the full Parent Threshold Amount; (ii) with respect to Parent Indemnifiable Amounts arising in connection with ******************** to the extent that such aggregate Parent Indemnifiable Amounts do not exceed ******************** ($********************); and (iii) to the extent that the aggregate Parent Indemnifiable Amounts under those Sections do not exceed the amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinavailable Escrow Funds; provided, however, that that, Parent Indemnifiable Amounts arising out of any breaches of representations and warranties in ******************** shall not be limited as set forth in this clause (iii) above but instead shall be limited to ******************** ($********************) less any amounts paid out of the Escrow Account in accordance with the provisions of the Escrow Agreement. The limitations of this Section 9.4(a) do not apply to, and any calculation of the Parent Threshold shall Amount as it relates to other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of ********************. For the avoidance of doubt, the limitations of this Section 9.4 do not apply to indemnification for Taxes under Section 7.8(f). (b) Except as set forth in this Section 9.4(b), despite any Losses resulting fromother provision in this Article IX, with respect to indemnification under ******************** the Indemnifying Holders will be entitled to indemnification thereunder only if the aggregate Stockholder Indemnifiable Amounts thereunder exceeds $******************** (the “Stockholder Threshold Amount”), in which event such Persons will be entitled to indemnification for all Stockholder Indemnifiable Amounts, including all Stockholder Indemnifiable Amounts used to reach the Stockholder Threshold Amount. The limitations of this Section 9.4(b) do not apply to, and any calculation of the Stockholder Threshold Amount as it relates to other Stockholder Indemnifiable Amounts will not include, Stockholder Indemnifiable Amounts arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement********************. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The Employer may limit, revoke or amend its agreement to make employee contributions under Section 4.2 on behalf of any Participant at any time, but only if it determines that such limitation, revocation or amendment is necessary under one of the following circumstances: (i) No amount shall be payable in the case of a Participant's after-tax contributions, to a Buyer Indemnified Party hereunder in satisfaction insure that the discrimination tests of any claim unless and until Section 401(m) of the aggregate Losses Internal Revenue Code governing permissible levels of employee contributions are met for a claim such Plan Year, or series to insure that one of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 the following tests is met for such Plan Year. (A) The actual Average Percentage of the “Threshold”), at which time employee contributions of the Seller shall indemnify Highly-Compensated Employees eligible to participate is not more than 1.25 times the Buyer Indemnified Parties Actual Average Percentage of the employee contributions for all other Employees eligible to participate; or (B) The Actual Average Percentage of the employee contributions for the full amount of all Losses in respect of such claims from and including Highly-Compensated Employees eligible to participate is not more than 2.0 times the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches Actual Average Percentage of the representations employee contributions for all other Employees eligible to participate and warranties set forth in the Fundamental Representations, or the related sections and subsections Actual Average Percentage of the Company’s disclosure schedules provided in connection herewith employee contributions for the Highly-Compensated Employees eligible to participate does not exceed the Actual Average Percentage of the employee contributions for all other Employees eligible to participate by more than two (in each case disregarding any materiality limitation therein2) or the Covered Matters. Stock Purchase Agreement 23percentage points; or (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability insure that a Participant's Additions for indemnification of Buyer Indemnified Parties under this Agreement shall any calendar year will not exceed 50% the limitations of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (OrganizationSection 4.3; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.or (iii) Recovery to insure deductibility of the Employer's entire contribution to the Plan for federal income tax purposes. If a limitation or amendment becomes necessary pursuant to paragraph (i) or (iii) above, such limitation or amendment will be first applied to the Participant who is the Highly-Compensated Employee electing the highest percentage of employee contributions pursuant to Section 4.2 until the tests of (i) or (iii) are met or until such Participant's election pursuant to Section 4.2 is reduced to the same percentage level as the Participant who is the Highly-Compensated Employee electing the second highest percentage of employee contributions pursuant to Section 4.2. If further limitations are required, then both such Participants' percentage elections shall be reduced until the tests of (i) or (iii) are met or until the two Participants' elections pursuant to Section 4.2 are reduced to the same percentage level as the Participant who is the Highly Compensated Employee electing the third highest percentage of employee contributions pursuant to Section 4.2, and such limitations or amendments shall continue to be made in a similar manner from the Participants who are Highly-Compensated Employees making the highest percentage elections to the lowest until the tests of (i) or (iii) are satisfied. If a Participant is prevented from making a portion of his employee contributions due to a permissible limitation, revocation or amendment by the Employer, such portion shall be returned to the Participant prior to its contribution to the Trust Fund. In applying the discrimination tests under this Article VIII Section, the employer shall constitute treat employee contributions under plans which are aggregated under Section 401(a)(4) or 410(b) of the sole and exclusive remedy for any breach Internal Revenue Code as made under a single plan. In addition, if a Highly-Compensated Employee is eligible under more than one plan subject to Section 401(m) of any representationthe Code maintained by the Employer, warranty, covenant, or agreement pursuant to or in any way related to this Agreementthe Employee's Actual Average percentage is calculated by treating all of the plans as one plan. For purposes of claritythis Section, nothing the family aggregation rules set forth in Section 2.1 of this Section Plan shall limit Buyer’s right apply. Where the family aggregation rule is applicable, the family group shall be treated as one Highly-Compensated Employee and the Actual Average Percentage for the family group shall be the greater of: (1) the ratio determined by combining the compensation and employee contributions of all eligible family members who are highly-compensated without regard to seek equitable relief family aggregation; and (including an injunction2) to enforce its obligations under this Agreementthe ratio determined by combining the compensation and employee contributions of all eligible family members.

Limitations. Notwithstanding any other provision in this Section 11, Parent will be entitled to indemnification only to the extent that the aggregate Indemnifiable Amounts (i) No amount which shall be payable determined for all purposes of this Section 11 disregarding any qualification in any representation or warranty as to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim “materially” or series of like claims that are paid, incurred, sustained or accrued equal or “material”) exceed Forty-Five Thousand Dollars ($50,000 45,000) (the “ThresholdThreshold Amount”), provided that at such time as the amount to which time Parent is entitled to be indemnified exceeds the Seller Threshold Amount, Parent shall indemnify the Buyer Indemnified Parties for be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. Any claim for Indemnifiable Amounts hereunder shall be offset or reduced by the amount of all Losses any insurance proceeds actually received by Parent and/or the Surviving Company in respect of such claims from and including losses. The aggregate amount to which Parent will be entitled to be indemnified will not exceed a dollar amount equal to Four Hundred Fifty Thousand Dollars ($450,000) plus the first dollar of all such Losses but subject to the other limitation contained hereinEarnout Offset Amount (as defined below); provided, however, that there will be no limitation on the Threshold shall not apply to obligations of any Losses resulting from, person for Indemnifiable Amounts arising out of criminal activity or relating intentional fraud or willful misstatements or willful omissions by the Company or such person. Parent will first seek reimbursement of any Indemnifiable Amounts pursuant to breaches the provisions of the representations and warranties set forth in the Fundamental RepresentationsEscrow Agreement, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for may seek indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (hereunder with respect to any deficiency in any Indemnifiable Amounts outstanding at the Employees) time of the determination of the Earnout Consideration not satisfied by the property held pursuant to this Agreement, except for (i) Losses resulting from the breach Escrow Agreement after the termination of the representations set forth in Article II and in Sections 3.1 Escrow Agreement by offsetting the Indemnifiable Amounts against Earnout Consideration otherwise payable to the Shareholders up to an amount equal to ten percent (Organization; Power10%) of the Earnout Consideration (“Earnout Offset Amount”), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) when and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of as the amount actually received by of such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementEarnout Consideration is determined. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. 17.1 Subject to clauses 17.2 and 17.3, the Buyer shall make any and all Claims relating to any Breach by the Sellers of any of the Sellers' Warranties exclusively under the W&I Insurance Policy, and the Buyer is not entitled to pursue any action against the Sellers in respect of any Breach of any of the Sellers' Warranties save for in case such Claim is the consequence of fraud or wilful misconduct by the Sellers on or prior to Closing. Consequently, the Sellers are not liable for and the Buyer has irrevocably and unconditionally released the Sellers of any and all liability for any breach of the Sellers' Warranties, except as explicitly set out in this Agreement. For the avoidance of doubt, in the event of Breach of the Sellers' Warranties repeated at Closing other than a Breach of Fundamental Warranties, occurring in the period between the Signing Date and the Closing Date, the Sellers shall incur no liability for such Breach. The Buyer accepts that in the event no W&I Insurance Policy is taken out or the W&I Insurance Policy is terminated for whatever reason, the Sellers shall have no liabilities with respect to the Sellers' Warranties, save in the event of fraud or wilful misconduct or a Breach of the Sellers’ Fundamental Warranties. The Buyer also undertakes and covenants with the Sellers that it must not knowingly (i) No amount shall be payable take or omit to take any action which has the effect of invalidating the W&I Insurance Policy (or any Claim to which the W&I Insurance Policy relates) or (ii) amend, vary or terminate the Insurance Policy without the prior written approval of the Sellers' Representative. 17.2 In the event of a Buyer Indemnified Party hereunder in satisfaction Breach by the Sellers as a consequence of any claim unless and until fraud or wilful misconduct, the aggregate Losses for a claim or series of like claims that are paidSellers, incurredas applicable, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall undertake to indemnify the Buyer Indemnified Parties for the full amount by payment of all Losses in respect of such claims from and including the first dollar of all such Losses but subject damages to the other limitation contained hereinBuyer in accordance with the general principles of Danish Law except the Buyer is not entitled to terminate (hæve) the Agreement; provided, however, that (i) a Claim on the Threshold shall not apply to any Losses resulting from, arising out basis of fraud or relating to breaches of wilful misconduct by one or more Sellers can only be directed against the representations Seller(s) having acted fraudulently or having wilful misconducted and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything only the Seller(s) having acted fraudulently or wilful misconducted will be severally (and not jointly) liable for the aforementioned Claim. 17.3 In the event of a Breach of any of the Sellers' Fundamental Warranties by a Seller, and to the contrary extent that the Loss (or any part of the Loss) for such Breach is not recoverable under the W&I Insurance (regardless of whether such inability to recover under the W&I Insurance is due to limitation in this Agreement but coverage, limitations in the policy period or monetary limitations / thresholds or any other requirement or limitation in the W&I Insurance), such Seller in breach of the Sellers' Fundamental Warranties undertakes to severally (and not jointly) indemnify the Buyer by payment of damages to the Buyer in accordance with the general principles of Danish Law subject to Section 6.4, each clauses 17.5 and 18 and to the effect that the relevant Seller’s liability for such Seller’s Breach of the Sellers’ Fundamental Warranties shall be capped to such Seller’s pro rata portion of the Purchase Price. 17.4 Any amount of indemnification of paid by the Sellers to the Buyer Indemnified Parties under this the Agreement shall not exceed 50% be regarded as a reduction of the amount actually received by such Seller at Purchase Price. 17.5 After Closing, the applicable Closing rights described in clauses 15, 16, 17 and 18 (and clause 23.5) are to be the Buyer's exclusive remedy for Breach. Except for the situations described in clause 10, the Buyer is not entitled to terminate (hæve) the Agreement or at the first anniversary as demand a proportionate reduction of the date hereof Purchase Price (forholdsmæssigt afslag). 17.6 To the extent the Buyer will enforce a Claim for Breach, the Buyer is to seek its remedy against the Sellers, exclusively under the provisions of the Agreement and accordingly, except in case of fraud or wilful misconducted, the Buyer expressly waives any right to claim damages from any employee or member of management of the Sellers or an Affiliate of the Sellers or from the present or former members of the board of directors of a Group Company with respect to the Employees) pursuant to this Agreementany act or omissions of such Persons, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein)case, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of in their aforementioned capacities prior to the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementDate. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (a) All Fundamental Representations and Warranties and covenants made herein and in any other Transaction Document or any certificate delivered pursuant to this Purchase and Sale Agreement shall survive the execution and delivery of this Purchase and Sale Agreement and the Closing and shall continue in full force and effect until this Purchase and Sale Agreement is terminated. All representations and warranties made herein and in any other Transaction Document or any certificate delivered pursuant to this Purchase and Sale Agreement, other than then Fundamental Representations and Warranties, shall survive the execution and delivery of this Purchase and Sale Agreement and the Closing and shall continue in full force and effect until the later to occur of (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paidApril 1, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, 2021 and (ii) Losses resulting from if the Covered MattersSecond Closing occurs, the date that is three months following the Second Closing Date. Neither the Seller nor the Purchaser shall have any liability with respect to claims first asserted in connection with any representation, warranty or covenant after the survival period specified therefor in this Section 7.3(a). (b) Neither the Seller nor the Purchaser shall be liable for which each Seller’s liability any claim for indemnification made pursuant to Section 7.1(I)(i) or Section 7.2(i), as the case may be, unless the aggregate amount of Buyer Indemnified Parties under this Agreement shall not exceed 100any Losses incurred that are the subject matter of indemnification equals or exceeds 1% of the Purchase Price (the “Basket”), in which case the Seller or the Purchaser, as the case may be, shall be liable only for the aggregate amount of Losses that exceed the amount of the Basket. (c) In no event shall the total liabilities of the Seller or the Purchaser under this Purchase and Sale Agreement for all Losses pursuant to Section 7.1(I)(i) (other than in the case of Fundamental Representations and Warranties) or Section 7.2(i) exceed ten percent (10%) of the Purchase Price actually paid to the Seller. In no event shall the total liabilities of the Seller under this Purchase and Sale Agreement for all Losses pursuant to Section 7.1(I)(i) in the case of Fundamental Representations and Warranties exceed an amount equal to difference between (A) the Purchase Price actually paid to the Seller minus (B) the aggregate amount of Purchased Royalties actually received by such Seller at the applicable Closing pursuant to this AgreementPurchaser. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall not have any obligation to indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims Indemnitees from and including against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the first dollar Buyer Indemnitees have suffered Damages by reason of all such Losses but subject breaches in excess of one percent (1%) of the Purchase Price (after which point Seller will be obligated to indemnify the other limitation contained hereinBuyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the Threshold foregoing thresholds, deductibles and limitations shall not apply to any Losses resulting from, indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) or relating Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the representations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (b) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of the representations and warranties set forth in Sections 4.1, 4.2 and 4.6. (c) The rights of the Fundamental RepresentationsIndemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the related sections Purchased Assets and subsections the Assumed Liabilities; provided, however, that notwithstanding any other provision of the Company’s disclosure schedules provided this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in connection herewith (in each case disregarding any materiality limitation therein) equity for fraud or the Covered Matters. Stock Purchase Agreement 23intentional misrepresentations. (iid) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or 8.2(a), and subject to the deductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement but subject to Section 6.4, and each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement certificate or document delivered pursuant hereto shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect be read without regard and without giving effect to the Employeesterm(s) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (“material” or “Material Adverse Effect” in each case disregarding any materiality limitation thereininstance where the effect of including such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount Notwithstanding anything to the contrary in this Agreement, (A) Parent Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(b) and (B) the Stockholder Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(d) shall be payable limited to a Buyer Indemnified Party hereunder $1,800,000 (the “Indemnification Cap”); provided however, that this limitation shall not apply to Damages involving the Special Matters, fraud or an intentional misrepresentation. Notwithstanding anything to the contrary in satisfaction this Agreement, in no event shall any Stockholder or holder of Stock Options or Warrants be liable for (i) Damages in excess of the aggregate amount paid to such Stockholders or holder of Stock Options or Warrants as set forth in the Payment Spreadsheet and (ii) more than such Stockholder’s or such holder of Stock Options or Warrants Pro Rata Share of any claim unless and Damages. (ii) No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(b)(i), (ii) or (vi) until the aggregate Losses of all Damages under this Agreement payable pursuant to Section 8.1(b) to such Parent Indemnitees (in the aggregate) exceeds $100,000. No Stockholder Indemnitee shall be entitled to seek indemnification hereunder for a claim or series Damages pursuant to Section 8.1(d) until the aggregate of like claims that are paid, incurred, sustained or accrued equal or exceed all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $50,000 (100,000. This $100,000 figure is referred to herein as the “Threshold”).” At such time as such Damages exceed the Threshold, at which time the Seller applicable Indemnitee shall indemnify have the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims right to seek indemnification from and including the first dollar of all such Losses but subject to the other limitation contained hereindollar; provided, however, that the Threshold shall not apply to (A) Damages involving fraud or an intentional misrepresentation, (B) the payment of any Losses resulting from, arising out of or relating amount with respect to breaches of the Special Matters (other than the representations and warranties in Sections 3.7 and 3.18), (C) Damages relating to Taxes, including as set forth in Section 8.1(c) or (D) Damages relating to Parent’s failure to (x) wire to the transfer agent the aggregate amount payable to the Stockholders, as set forth in the Fundamental RepresentationsPayment Spreadsheet (y) fund the account at the Surviving Corporation described in Section 1.7(b) or (z) fund the account at the Surviving Corporation described in Section 1.7(c), or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything for which Indemnitees shall be entitled to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability seek indemnification hereunder for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at Damages from the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementdollar. (iii) Recovery under So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow Agreement, in the event that an Indemnitee receives insurance proceeds in respect of Damages or alleged Damages, the calculation of Damages shall be limited to the amount of such Damages net of the difference between any insurance proceeds received by the Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. Once the Escrow Fund has been fully disbursed in accordance with the Escrow Agreement, in the event that a Parent Indemnitee receives insurance proceeds in respect of Damages relating to a specific Claim or alleged Damages relating to such Claim, the calculation of Damages relating to such Claim shall be limited to the excess, if any, of (a) the amount of such Damages over (b) the sum of any insurance proceeds received by the Parent Indemnitee in respect of such Claim (net of premiums paid for such insurance and expenses incurred in connection with collecting such insurance) and any indemnification payments received by the Parent Indemnitee from the Stockholders, holders of Stock Options and holders of Warrants in respect of Damages relating to such Claim (net of any expenses incurred by the Parent Indemnitee in collecting such payments). Any such excess shall be paid to the Stockholders’ Agent for return on a pro rata basis to the Stockholders, holders of Stock Options and holders of Warrants who made a payment to the Parent Indemnitee with respect to such Damages. The parties hereto agree that Parent shall not be liable for payment of any such excess to the Stockholders, holders of Stock Options and holders of Warrants after delivery of any such excess to the Stockholders’ Agent. (iv) Notwithstanding any other provision of this Agreement, the Company Disclosure Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, the indemnities set forth in this Article VIII 8 shall constitute be the sole and exclusive remedy remedies of the Indemnitees for Damages due to any misrepresentation or breach of any representation, warranty, covenant, representation or warranty or covenant or agreement pursuant contained in this Agreement, the Company Disclosure Schedule or any other Exhibit (other than Exhibits E-1 and E-2) or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, except as to Damages attributable to fraud or an intentional misrepresentation, in which case the aggrieved party shall have recourse to all remedies at law or in any way related to this equity, including (in the case of Parent Indemnitees during the term of the Escrow Agreement) against the Escrow Fund. For purposes of clarity, nothing Nothing contained in this Section 8.2(c)(iv) shall limit Buyer’s right prohibit a party from proceeding under Section 8.6 or commencing an Action to seek equitable relief enforce this Article 8. (v) Parent, the Surviving Corporation, the Company and the Stockholders and their respective affiliates (including an injunctionall Parent Indemnitees) shall act in good faith and in a commercially reasonable manner to enforce its obligations under this Agreementmitigate any Damages they may suffer.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability 8.02: (a) Seller will not have any Liability under Section 8.02(a)(i) in respect of any individual claim for indemnification under Section 8.02(a)(i) or series of Buyer Indemnified Parties related claims for indemnification under Section 8.02(a)(i) unless and until such claim or claims involve Losses in excess of $25,000 (the “Mini-Basket”) to any Purchaser Indemnitee; provided that all Losses for which Seller is not required to indemnify Purchaser Indemnitees because the associated Losses do not equal or exceed the Mini-Basket set forth in this Section 8.03 shall nevertheless be applied towards the Deductible; (b) Seller will not have any Liability under Section 8.02(a)(i) until Purchaser Indemnitees have suffered Losses in excess of $350,000 (the “Deductible”) arising from related claims for indemnification under Section 8.02(a)(i), and then the recoverable Losses under Section 8.02(a)(i) shall be limited to those that exceed the Deductible; (c) Seller will not be liable under Section 8.02(a)(ii) for Losses described in clauses (b) and (c) of the definition of Excluded Taxes in excess of the Base Purchase Price; and (d) Seller will not be liable under Section 8.02(a)(i) or, solely to the extent arising under clause (a) of the definition of Excluded Taxes, under Section 8.02(a)(ii), for Losses in excess of the then applicable Cap. Notwithstanding the preceding sentence, the applicable Cap (as reduced by indemnity payments that have been made by Seller prior to such date) for any specific claim in respect of which indemnity may be sought under this Agreement shall survive the applicable Cap Expiration Date if written notice of such claim shall have been validly delivered in good faith to Seller prior to the applicable Cap Expiration Date in accordance with Section 8.04. For clarity, if notice of a claim for $5,000,000 of Losses is asserted, but not exceed 50% resolved, prior to the first Cap Expiration Date and at the time of such assertion, less than $5,000,000 of indemnity payments have been made by Seller that have reduced the applicable Cap, the Cap available during the period between the first Cap Expiration Date and the second Cap Expiration Date will be $5,000,000 in respect of such previously asserted claim, and $15,000,000 for any other claims subject to the Cap. provided, that none of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (limitations set forth in this Section 8.03 shall apply to any claim for indemnification under Section 8.02(a)(i) with respect to the Employees) pursuant to this Agreementany Losses suffered or incurred by any Purchaser Indemnitee relating to, except for (i) Losses arising out of or resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementWind-Down Entity. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. Notwithstanding the provisions of Section 1.2 above, VeriSign shall not be obligated to effect any such registration, qualification or compliance of Registrable Securities pursuant to this Agreement, or the Holders shall not be entitled to sell Registrable Securities pursuant to the registration statement, as applicable: (ia) No amount if Form S-3 is not then available for such offering by the Holders, provided, that VeriSign represents and warrants to the Holders that Form S-3 is currently available to VeriSign and will be available for use by VeriSign at the commencement of, and throughout the term of, the First Permitted Window; (b) if VeriSign shall furnish to the Holders a certificate signed by the President of VeriSign stating that, in the good faith judgment of the Board of Directors of VeriSign, it would be payable seriously detrimental to VeriSign and its stockholders for such Permitted Window to be in effect at such time, due, for example, to the existence of a Buyer Indemnified Party hereunder material development or potential material development involving VeriSign which VeriSign would be obligated to disclose in satisfaction the prospectus contained in the Shelf Registration, which disclosure would, in the good faith judgment of any claim unless the Board of Directors of VeriSign, be premature or otherwise inadvisable at such time or would have a material adverse affect upon VeriSign and until its shareholders, in which event VeriSign will have the aggregate Losses right to defer a Permitted Window for a claim period of not more than sixty (60) days after receipt of a Notice of Resale from the Holder or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject Holders pursuant to the other limitation contained hereinthis Section 1.2; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches VeriSign may so postpone a Permitted Window no more than two (2) times per calendar year during each of the representations 2000 and warranties set forth in 2001 calendar years (and not more than once for each six (6) month period that the Fundamental RepresentationsEffectiveness Period is extended pursuant to the following proviso) and provided further, or that if VeriSign so postpones a Permitted Window, the related sections and subsections Effectiveness Period of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything Shelf Registration shall be extended by a period of time equal to the contrary in this Agreement but period of postponement (subject to Section 6.4the provisions of Sections 1.4 and 1.10 below) and provided further, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of that VeriSign represents and warrants to the amount actually received by such Seller at the applicable Closing or at the first anniversary Holders as of the date hereof hereof, as of the commencement of, and throughout the term of, the First Permitted Window, there does not now exist, and there will not exist during the term of the First Permitted Window, any material development or potential material development such as would give VeriSign the right hereunder to defer the First Permitted Window, and provided further, that VeriSign covenants that it will not defer the First Permitted Window . If VeriSign defers a Permitted Window as provided herein and the Holders withdraw their Notice of Resale, then such withdrawal shall not count as a Permitted Window; (with respect c) if VeriSign is acquired and its Common Stock ceases to be publicly traded and in such acquisition of VeriSign the Holders receive, in exchange for the Registrable Securities then held by them, cash and/or securities that are registered under the 1933 Act; (d) in any particular jurisdiction in which VeriSign would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless VeriSign is already subject to service of process in such jurisdiction; or (e) if the SEC refuses to declare such registration effective due to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach participation of any representation, warranty, covenant, or agreement pursuant to or particular Holder in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief such registration (including an injunction) to enforce its obligations under this Agreementunless such Holder withdraws all such Holder's Registrable Securities from such registration statement).

Limitations. (a) The Shareholder shall not be liable: (i) No amount shall be payable pursuant to a Buyer Indemnified Party hereunder in satisfaction of Section 1.2(b) for any individual claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed is less than $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 2325,000, (ii) Notwithstanding anything to for any claim by Beacon unless the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification aggregate of Buyer Indemnified Parties under this Agreement shall not exceed 50% of all claims by Beacon against the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.Shareholder exceeds $150,000, (iii) to pay cash to Beacon, it being understood that Beacon’s claims for all amounts shall be satisfied by the Shareholder returning to Beacon a number of Beacon Shares equal to the amount of the Damages (valuing the Beacon Shares using the same methodology as employed under the Arrangement Agreement), (iv) for Damages exceeding the aggregate value of the Beacon Shares issued to such Shareholder (valuing the Beacon Shares using the same methodology employed under the Arrangement Agreement). (v) subject to the limitations set forth in this Section 1.4, in excess of the Shareholder’s proportionate share of Damages resulting from a breach of a representation, warranty, covenant or obligation of NxtPhase contained in the Arrangement Agreement as of the Effective Date of the Plan of Arrangement, calculated by dividing the total amount of such Damages by the total number of Beacon shares of common stock issued to all of NxtPhase shareholders on such Effective Date and then multiplying that fraction by the number of Beacon Shares held by the Shareholder. CUSIP No. 073677 10 6 SCHEDULE 13D (Amendment No. 3) For greater clarity, the Shareholder will not be jointly and severally liable for Damages owing by any other NxtPhase shareholder either for breaches relating to such other shareholder’s title to its NxtPhase Shares, breaches of any agreement between such other shareholder and Beacon, or for such other shareholder’s proportionate share of Damages resulting from a breach of a representation, warranty, covenant or obligation of NxtPhase. (b) No Indemnifying Shareholder shall have any right of contribution against NxtPhase or the surviving corporation after the Effective Date. (c) Recovery under this Article VIII shall constitute against the aggregate number of Beacon Shares issued to the Shareholder pursuant to the Arrangement Agreement will be the sole and exclusive remedy for satisfaction of indemnification. After exhaustion of the Shareholder’s indemnity, Beacon hereby agrees not to take, directly or indirectly, any breach of action against the Shareholder or any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing third party that may make a counterclaim against the Shareholder that would exceed the Shareholder’s indemnity as provided in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement1.4.

Limitations. (ia) No amount indemnification shall be payable to a Buyer by either party through claims asserted by an Indemnified Party hereunder more than two (2) years after the Closing Date, other than indemnification claims based upon Income Tax liabilities of the Fost▇▇ ▇▇▇▇▇ Group, with respect to which the Seller's obligation to indemnify shall extend until the applicable statutes of limitations on enforcement thereof has expired, but in satisfaction no event more than seven (7) years after the Closing Date, or until the conclusion of any claim proceeding commenced within such period. Seller and Purchaser, respectively, shall not be liable for indemnification under Section 8.1(a) or Section 8.2(a) unless and until the aggregate Losses amount of Indemnified Loss for a claim or series of like claims that are paid, incurred, sustained or accrued the Indemnified Party under the appropriate Section referred to above shall equal or exceed $50,000 250,000 (the “"Threshold”"), at which time the Seller and in no case shall indemnify the Buyer either party assert any claim for indemnification under this Article 8 for any Indemnified Parties for the full amount of all Losses in respect of Loss included within such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinparty's Threshold; provided, howeverthat, that notwithstanding anything contained in the foregoing to the contrary, the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections case of the Company’s disclosure schedules provided an Indemnified Loss described in connection herewith (in each case disregarding any materiality limitation thereinSection 8.1(b) or the Covered MattersSection 8.2(b). Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 6.4the contrary, each Seller’s liability in no event shall Seller be liable for indemnification of Buyer any Indemnified Parties under this Agreement shall not exceed 50% Losses in excess of the amount actually received by such Seller at the applicable Closing or at the first anniversary Purchase Price, as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing adjusted pursuant to this Agreement. (iiib) Recovery Notwithstanding anything contained in this Article 8 to the contrary, the parties have agreed to share in the Litigation Costs as set forth more fully in Section 2.4(b), above. Such agreed cost sharing shall apply with respect to such Litigation Costs and the Litigation Liabilities, and neither party shall assert a claim for indemnification under this Article VIII 8 unless and until the other party shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant have failed to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce perform its obligations under this Agreementsuch Section 2.4, in which case the Threshold provided in Section 8.3(a), above, shall not apply; or, in the event aggregate Litigation Costs exceed $500,000, in which case Purchaser may assert a claim for indemnification hereunder and the Threshold provided in Section 8.3(a) shall not apply.

Limitations. (ia) No amount claim for Damages pursuant to Section 11.1 or Section 11.2 above shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and made until the aggregate Losses for a claim or series cumulative amount of like claims that are paid, incurred, sustained or accrued such Damages equal or exceed an amount equal to $50,000 150,000 (the “ThresholdBasket”), at which time a claim for Damages can be made for any and all amounts of Damages (and not just the Seller amount in excess of the Basket); ); provided, however, that such Basket shall indemnify not apply to any Damages resulting from breaches of any Fundamental Representation (defined below) or any covenant set forth herein. (b) Sellers’ indemnification obligations shall be effective only until the Buyer Indemnified Parties for the full dollar amount of all Losses paid in respect of such claims from Damages under Section 11.1 above is equal to (i) during the period (the “Initial Period”) beginning on the Closing Date and including continuing until the first dollar date that is one (1) month following delivery to the Buyer of audited financial statements of the Company for the fiscal year ended December 31, 2010, which financial statements shall be delivered not later than April 30, 2011, an amount (the “Cap Amount”) equal to fifty percent (50%) of all such Losses but subject amounts paid by Buyer in respect of Purchase Price during the Initial Period, and (ii) for a period of twelve (12) months following expiration of the Initial Period (the “Subsequent Period”), an amount equal to twenty-five percent (25%) of all amounts paid by Buyer in respect of Purchase Price during the other limitation contained hereinInitial Period and the Subsequent Period; provided, however, that the Threshold shall not apply to Cap Amount payable by Sellers for Damages arising from a breach of (A) any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith Sections 2.1 (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Corporate Organization; Power), 3.2 2.2 (Capital Stock), 2.4 (Authorization), 3.3 2.11 (CapitalizationTitle and Related Matters), 3.9 or 2.14 (Intellectual PropertyTax Matters) and 3.23 or the covenants set forth in Section 6.4 (BrokerageTaxes) (in each case disregarding any materiality limitation thereineach, a “Fundamental Representations”), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under ; or (B) fraudulent actions or intentional misrepresentations with respect to this Agreement shall not exceed 100% be equal to all amounts paid by Buyer in respect of Purchase Price. The Initial Period and the Subsequent Period shall hereinafter be together referred to as the “Indemnity Period.” No claims for Damages may be made by the Buyer after the expiration of the amount actually received by such Seller Indemnity Period, provided, however, that claims for Damages in respect of a breach of a Fundamental Representation may be brought at any time prior to thirty (30) days following the expiration of the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from statute of limitations. For purposes of calculating the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties Cap Amount under this Agreement Section 11.3(b), amounts paid by Buyer shall not exceed 100% include any amounts in respect of the amount actually received by such Seller at Earn-Out Amounts described in Section 1.4 paid during the Initial Period, Subsequent Period, and/or the applicable Closing pursuant to this Agreementstatute of limitations, as applicable. (iiic) Recovery Any claim for Damages under Section 6.4 or this Article VIII XI shall constitute first be satisfied by, but shall not be limited to, reducing the amount of any unpaid Company Revenue Earn-Out Amount owed to Sellers. (d) The indemnification provisions of this Article XI set forth the sole and exclusive remedy for all claims under this Agreement other than any breach claim in respect of any representation, warranty, covenant, fraudulent actions or agreement pursuant to or in any way related intentional misrepresentations with respect to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject Notwithstanding anything to the other limitation contained contrary herein, the guaranty provided under this Section 11.06 and RLI’s obligations to guaranty the Guaranteed Obligations in accordance with this Section 11.06 shall terminate and have no further force and effect on the one year anniversary of the Closing Date; provided, however, that if a Notice of Claim shall have been given in good faith before such termination date, the Threshold Buyer Indemnitees shall not apply continue to any Losses resulting from, arising out of or relating have the right to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23seek to be indemnified with respect thereto. (ii) Notwithstanding Buyer agrees that notwithstanding anything contained herein to the contrary in this Agreement but subject to Section 6.4contrary, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement RLI shall not exceed 50% be obligated to pay any Guaranteed Obligations to the extent that the Right Lane Seller is not required to pay its Special Indemnities obligations to which the Guaranteed Obligation relates as a result of any claim of offset, counterclaim or other defense available the amount actually received by such Right Lane Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to its indemnification obligations under this Agreement. In furtherance thereof, except for (i) Losses resulting from the breach RLI shall be entitled to assert as a valid defense to payment of the representations set forth Guaranteed Obligations by RLI hereunder, any Seller defense to the same extent that such Seller defense could be asserted by the Right Lane Seller in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for action brought by Buyer to enforce its rights to indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by Article XI against such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery Prior to recovering from the Sellers or RLI under this Article VIII shall constitute the sole Item #3 on Schedule 11.01(b), Buyer hereby agrees to use commercially reasonable efforts to pursue and exclusive remedy for exhaust any breach and all available remedies under that certain Master Purchase Agreement dated as of January 13, 2023 by and among Spinner Equipment Group Holdings, LLC, EEG Holdings, Inc., Elgin Power and Separation Solutions, LLC, Mining Controls, LLC, Terrasource Holdings, LLC, Elgin Lighting, LLC, Power Merger Co., LLC, and AG Spinner Equipment Group Holdings, LLC, including any representationremaining Special Indemnity Escrow Funds; provided, warrantyhowever, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, that nothing in this Section 11.06(iii) shall limit Buyer’s right require Buyer to seek equitable relief (including an injunction) institute any Litigation in order to enforce its obligations under this Agreementsuch remedies.

Limitations. (ia) No amount The Indemnitor shall be payable obligated to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until indemnify the Indemnitee under Section 9.1(a) or Section 9.1(b), as applicable, only when -------------- -------------- the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect suffered or incurred by the Indemnitee as to which a right of such claims from and including indemnification is provided under this Article 9 exceeds $500,000 (the first dollar "Threshold Amount"). After the aggregate of all such indemnifiable ---------------- Losses but subject to suffered or incurred by the other limitation contained herein; provided, however, that Indemnitee exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnitee for all Losses in excess of the Threshold Amount. In no event shall the aggregate liability of Seller under this Article 9 exceed $50,000,000. The limitations set forth in this Section 9.6 shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith that are indemnifiable under ----------- Sections 9.1(a)(ii) through (in each case disregarding any materiality limitation thereinix) or Section 9.1(b)(ii) through (iv) or under -------------------------------- ------------------------------- the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to Tax Deed or result from the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification fraud or intentional misrepresentation of Buyer Indemnified Parties Seller or Purchaser under this Agreement or arise under Sections 4.14, 4.19, -------------------- 4.20 and 4.32 and such Losses shall not exceed 50% be considered in determining whether ------------- the Threshold Amount has been reached. (b) The Indemnitor shall not be liable for Losses in excess of the amount actual out-of-pocket Losses suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought net of any insurance proceeds actually received by such Seller at the applicable Closing or at the first anniversary Indemnitee as a result of the date hereof Losses for which indemnification is claimed. Seller shall not be liable for any Losses if and to the extent such Losses were set forth or otherwise reflected in the Final Working Capital, and such Losses should not be considered in determining whether the Threshold Amount has been reached. (c) Seller shall have no right of contribution from Target with respect to any Losses paid or payable by Seller as a Indemnitor under the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach provisions of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement9. (iiid) Recovery Where any Purchaser Indemnitee has a claim under this Article VIII Section 9 or the Tax Deed and in addition, any other Purchaser Indemnitee has a claim in respect of the same matter under Section 9 or under the Tax Deed, the Seller shall constitute not be obligated to pay any amount to the sole and exclusive remedy for any breach extent such payment would cause the Purchaser Indemnitees to receive an aggregate amount which is in excess of any representation, warranty, covenant, or agreement pursuant the losses suffered by all Purchaser Indemnitees with respect to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementsuch claim.

Limitations. (a) No indemnification shall be required to be made by an indemnifying party under this Section 10 until the aggregate amount of the Damages incurred by the Buyer Indemnified Group or Seller Indemnified Group, as appropriate, exceeds $500,000 (the "DEDUCTIBLE"), and then indemnification shall only be required to be made by the indemnifying party to the extent of such Damages that exceed the Deductible, and the maximum aggregate liability of an indemnifying party under this Section 10 shall not exceed $5,000,000 (the "Cap"); PROVIDED, HOWEVER, that the Deductible and the Cap shall not be applicable to (i) No amount Seller's obligation to indemnify Buyer for Excluded Liabilities, (ii) Buyer's obligation to indemnify Seller for Assumed Liabilities, (iii) the Purchase Price adjustment provided for in Section 2.5, (iv) a breach by Seller of its representations set forth in Section 3.1, Section 3.10 and Section 3.20, or (v) Damages resulting from fraud. (b) All representations and warranties contained in this Agreement shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and survive the Closing until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinanniversary thereof; provided, however, that notwithstanding the Threshold shall not apply to any Losses resulting fromforegoing, arising out of or relating to breaches of (x) the representations and warranties contained in Section 3.1, Section 3.10, Section 3.20 and Section 4.1 shall survive the Closing for an unlimited duration and (y) the representations and warranties contained in Section 3.23 and 3.12 (as it may relate to Environmental Laws) shall survive the Closing until the third anniversary thereof (the applicable period of survival being referred to as the "Survival Period"). To the extent a claim is made within the applicable Survival Period, the indemnification obligation shall survive after the Survival Period for purposes of such claim until such claim is finally determined or settled. Each party shall be precluded from asserting claims against the other party after the Survival Period applicable to the claim sought to be asserted. (c) All Damages sought by an indemnified party shall be net of any insurance proceeds received by such indemnified party. (d) After Closing, the remedy set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement 10 shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute be the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant remedies available to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementthe parties.

Limitations. (ia) No Notwithstanding any provision of this Agreement to the contrary, the Stockholder shall have no obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for recover the full amount of all Losses in excess of the Threshold. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of such contract or other claims from and including arising under this Agreement or any other Transaction Document unless the first dollar Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of all such Losses but subject to the other limitation contained hereinThreshold; provided, however, that the Threshold shall not apply Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting fromin the failure of Mirant and Buyers to pay, arising out the Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of or relating Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to breaches recover the full amount of all Losses in excess of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Threshold. (iid) Notwithstanding anything any provision of this Agreement to the contrary in this Agreement but subject contrary, the maximum aggregate liability of Mirant and Buyers to Section 6.4, each Seller’s liability the Stockholder Indemnitees for indemnification of Buyer Indemnified Parties all claims arising under this Agreement shall not exceed 50% and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the amount actually received by such Seller at failure of both Mirant and Buyer to pay, the applicable Closing or at Purchase Price and the first anniversary as of the date hereof (with respect to the Employees) pursuant to Note Price under this Agreement, except will not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) Losses resulting from the directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach Indemnitee of any representation, warranty, covenant, covenant or other agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing set forth in this Section shall limit Buyer’s right Agreement or any duty to seek equitable relief the potential Indemnitor or (including an injunctionii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, del Caribe, Eco Holdings or the Partnership prior to enforce its obligations under this Agreementthe Closing, to the extent that the Buyer Indemnitees actually receive such insurance proceeds to cover such Losses.

Limitations. With respect to the indemnification provisions set forth in Sections 13.1 and 13.2, (i) No amount such provisions shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until effective only after the aggregate Losses amount of Loss for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed which the party entitled to indemnification hereunder exceeds $50,000 150,000 (the “Threshold”"Minimum Limitation"), at which time the Seller and in such event, such indemnification provisions shall indemnify the Buyer Indemnified Parties for the full amount of apply to all Losses and not only to Losses in respect excess of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; Minimum Limitation, provided, however, that the Threshold Minimum Limitation shall not apply to any Losses resulting fromLoss in respect of the Bull Litigation or any Severance Liability, arising out (ii) the aggregate liability of the Purchaser, on the one hand, and Sellers, on the other hand, for all Claims for indemnification under this Article XIII or relating otherwise under any other provision of this Agreement, whether based in contract or tort, shall not exceed $8,000,000 for Claims made during the first 12 months following the Closing, or if less than $5,000,000 of Claims are made during the first 12 months following the Closing Date (the "First Year Claims") the maximum liability for Claims made during the second 12 months following the Closing Date shall be $5,000,000 less the amount of the First Year Claims (the "Maximum Limitation"), and (iii) the liability of any Seller for indemnification under this Article XIII shall not exceed the aggregate amount of the portion of the Purchase Price received or receivable by such Seller under this Agreement. With respect to breaches of liability for the representations and warranties set forth made in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.43.1, each Seller’s liability Seller shall only be liable for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received representations and warranties in Section 3.1 made by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant himself and neither Seller shall have any liability relating to this Agreement, except for (i) Losses resulting from the breach of the representations set forth and warranties made in Article II and in Sections Section 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each by the other Seller’s liability . No claim for indemnification shall be made to the extent of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually any insurance proceeds received by the party seeking indemnification (net of self-insured retention or deductible amounts). If the party seeking indemnification receives any such Seller at insurance proceeds after a claim shall have been paid, the applicable Closing pursuant party seeking indemnification shall promptly return such payment to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s extent of such insurance proceeds received. In no event will ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ have any liability for indemnification of Buyer Indemnified Parties under this to the Company or the Purchaser in connection with the Employment Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementreferenced in Section 8.11 hereto. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder Except as otherwise expressly provided in satisfaction of any claim unless and until this Agreement, after the aggregate Losses Closing, each party's respective obligations for a claim breach of a representation or series of like claims that warranty are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; providedfollowing: 9.4.1. As used in this Section 9.4.1, however, that the Threshold term "Sellers" shall not apply to include the Charities. Sellers will not have any Losses resulting fromliability or obligations (including, without limitation, for Damages), under Section 9.2 or otherwise, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of Sellers' representations and warranties, contained in Section 5 of this Agreement, the representations set forth Schedules hereto, or any in Article II any other document, certificate or agreement executed or delivered in connection with this Agreement ("Seller Representation and in Sections 3.1 Warranty Losses") until the aggregate amount of the Seller Representation and Warranty Losses incurred or suffered by Buyer exceed a total of One Hundred Ninety Five Thousand Dollars (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage$195,000) (in each case disregarding any materiality limitation thereinthe "Seller Basket Amount"); and if the cumulative aggregate amount of such Seller Representation and Warranty Losses exceeds the Seller Basket Amount, then Sellers shall be obligated with respect to such Seller Representation and Warranty Losses, only for or with respect to the amount by which each Seller’s liability for indemnification of Buyer Indemnified Parties the cumulative aggregate Seller Representation and Warranty Losses under this Agreement exceed the Seller Basket Amount; provided that in no event shall Sellers be obligated with respect to aggregate Seller Representation and Warranty Losses under this Agreement which exceed a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.2. Buyer will not exceed 100% have any liability or obligations (including, without limitation, for Damages), under Section 9.2 or otherwise, arising out of or resulting from the amount actually received by such Seller at the applicable Closing pursuant to breach of Buyer's representations and warranties contained in Section 7 of this Agreement, the Schedules hereto, or any in any other document, certificate or agreement executed or delivered in connection with this Agreement ("Buyer Representation and Warranty Losses") until the aggregate amount of the Buyer Representation and Warranty Losses incurred or suffered by Seller exceed a total of One Hundred Ninety Five Thousand Dollars (ii$195,000) (the "Buyer Basket Amount"); and if the cumulative aggregate amount of such Buyer Representation and Warranty Losses resulting from exceeds the Covered MattersBuyer Basket Amount, then Buyer shall be obligated with respect to such Buyer Representation and Warranty Losses, only for or with respect to the amount by which each Seller’s liability for indemnification of the cumulative aggregate Buyer Indemnified Parties Representation and Warranty Losses under this Agreement exceed the Buyer Basket Amount; provided that in no event shall not Buyer be obligated with respect to aggregate Buyer Representation and Warranty Losses under this Agreement which exceed 100% a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.3. Each of the amount actually received parties covenants and agrees that it will use its reasonable efforts to mitigate any Damages with respect to which such party is or may become entitled to be indemnified by such Seller at the applicable Closing other party pursuant to this Agreement. 9.4.4. In determining the amount of Damages for which an Indemnified Party is entitled to seek indemnity hereunder, net amounts paid or recovered (and the Indemnified Party shall use reasonable efforts to file and support claims therefor short of litigation) under third party insurance policies (excluding self-insurance), contractual or other rights of recovery, indemnification or contribution shall reduce the amount for which indemnification may be sought as shall the actual net tax effect of Damages on the tax liability of the Indemnified Party. 9.4.5. Except, in each case, as expressly set forth in this Agreement, the Schedules hereto or any document or certificate delivered by Sellers to Buyer under this Agreement, (i) SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE IN REGARD TO THE SHARES OR THE ASSETS; (ii) except as expressly provided in this Agreement, the Schedules hereto or any document or certificates delivered by Sellers to Buyer under this Agreement, Sellers undertake no liability for any damage, loss, expense or claim or any other matter relating to any cause whatsoever arising under or pursuant to this Agreement, (whether such cause be based in contract, negligence, strict liability, other tort or otherwise), and in no event shall Sellers be liable for special, exemplary, or punitive damages to Buyer, and (iii) Recovery under Sellers shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, or other use or resale of any of the Assets from and after the Closing Date whether such Assets are used or resold alone or in combination with any other material. 9.4.6. Subject to the limitations on indemnity obligations as set forth in this Article VIII Section 9, the representations, warranties and covenants of the parties set forth herein shall survive the Closing, regardless of any investigation made by or on behalf of the parties hereto or the results of any such investigation, and the participation of the parties in the consummation of the transactions contemplated herein will not constitute the sole and exclusive remedy for any breach a waiver of any representation, warranty, covenant, warranty or agreement pursuant to or in covenant of any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementother party hereto.

Limitations. Notwithstanding the provisions set forth above, the Sellers shall not be liable to the Buyer for any Loss under Section 10.2(i) or (iiii) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate total of all Losses for a claim or series of like claims that are paid, incurred, sustained or accrued incurred by the Buyer pursuant to Sections 10.2(i) and (iii) (excluding amounts received from the Company's insurers for all such Losses), shall equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to $4,000,000 (excluding amounts received from the Threshold Company's insurers for all such Losses) shall be the liability of the Sellers and shall be recoverable by the Buyer from the Sellers, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Buyer and shall not apply to be recoverable from the Sellers, (y) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Sellers and shall be recoverable by the Buyer from the Sellers, and (z) any Losses resulting from, arising out in excess of or relating to breaches $12,000,000 (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the representations Buyer and warranties shall not be recoverable from the Sellers. Notwithstanding the provisions set forth above, the Buyer shall not be liable to the Sellers for any Loss under Section 10.3(i) or (iii) unless and until the total of all Losses sustained or incurred by the Sellers pursuant to Sections 10.3(i) and (iii) (excluding amounts received from the Sellers' insurers for all such Losses), shall equal or exceed $200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to $4,000,000 (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Buyer and shall be recoverable by the Sellers from the Buyer, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Sellers and shall not be recoverable from the Buyer, (y) the next $4,000,000 worth of Losses (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Buyer and shall be recoverable by the Sellers from the Buyer, and (z) any Losses in excess of $12,000,000 (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Sellers and shall not be recoverable from the Buyer. The limitations set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.10.5 shall

Limitations. (i) No amount Notwithstanding the aforesaid, and without derogating from the provisions of Section 9.1(c), Parent Indemnified Parties shall be payable entitled to satisfy and pay from the Escrow Account claims for each Specified Matter up to a Buyer Indemnified Party hereunder maximum of the Indemnity Escrow Amount, provided however that (i) with respect [***], the maximum liability shall not exceed the Indemnity Escrow Amount or any portion thereof remaining in satisfaction the Escrow Account at such time, which amounts shall be released in accordance with the Escrow Agreement and no later than upon expiry of any claim unless and until the aggregate Losses applicable Specified Matter Survival Period for [***] as set out in item a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 Schedule 9.1(a); (ii) for all Specified Matters in Schedule 9.1(a) other than [***] (the “ThresholdGeneral Specified Matters”)) an aggregate amount not to exceed the Indemnity Escrow Amount provided that the Maximum Remaining Escrow Amount (or any portion thereof to the extent not paid to the Parent Indemnified Parties as per the terms of the Escrow Agreement) shall be released no later than the third anniversary of the Closing. To the extent that the liability for [***] and [***] is discharged and fully paid post Closing from the funds available in the Escrow Account, at which time the amounts available for the General Specified Matters shall not exceed the Maximum Remaining Escrow Amount; and (iii) no Seller shall indemnify be liable for any Loss beyond its Pro Rata Share in respect of any Specified Matter and with respect to any amount then remaining at such time in the Buyer Indemnity Escrow Amount. It is further clarified that the Indemnity Escrow Amount, and each portion of the Specified Matter Allocations as set out hereinabove, shall serve as sole and exclusive security for such obligations of the Sellers towards the Parent Group in respect of the relevant Specified Matters. (ii) Without derogating from the provisions of Section 9.1(c) or Section 9.1(d)(i) above, (i) the maximum amount in respect of which the Parent Indemnified Parties for shall be entitled to indemnification pursuant to Section 9.1(a) above and the full amount aggregate liability of all Losses each Seller in respect of such claims from for indemnification and any other liability incurred in connection with the Agreement including the first dollar of all such Losses but subject pursuant to the other limitation contained herein; [***], shall not exceed an amount equal to the portion of the Aggregate Consideration actually received by such Seller (on an after-Tax basis) provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under any Losses hereunder, shall be [***] Certain information in this Agreement shall document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not exceed 50% material and (ii) the type that the Registrant treats as private or confidential. limited to such Seller’s Pro Rata Share of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) any Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementtherefrom, and (ii) Losses resulting from the Covered Mattersno Seller shall be responsible for, for which each Seller’s liability for indemnification of Buyer or indemnify a Parent Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received Party in respect of, any breach or any fraud that is committed by such Seller at the applicable Closing pursuant to this Agreementany other Participating Equity Holder. (iii) Recovery Nothing in this Agreement shall derogate from Indemnified Parties’ obligation to use reasonable efforts to mitigate any Losses provided that a failure to mitigate any Losses shall not extinguish the right to indemnity under this Article VIII shall constitute IX but may reduce the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement amounts recoverable pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementsuch indemnity claim.

Limitations. (i) No amount options shall be payable granted under the Plan after December 31, 1999, but options theretofore granted may extend beyond that date. Subject to a Buyer Indemnified Party hereunder adjustment as provided in satisfaction Article IX, the number of any claim unless and until shares of Common Stock of the Company which may be issued under the Plan shall not exceed in the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein8,160,000 shares; provided, however, that such total amount shall be reduced by the Threshold shall not apply to any Losses resulting from, arising out aggregate number of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections shares of the Company’s disclosure schedules provided in connection herewith 's Common Stock awarded under the Company's 1984 Restricted Stock Incentive Plan since the original adoption thereof (in each case disregarding other than shares forfeited to the Company which are thereby available for further awards under Paragraph 2 of such Plan). To the extent that any materiality limitation therein) option granted under the Plan shall expire or terminate unexercised or for any reason become unexercisable as to any stock subject thereto, such stock shall thereafter be available for further grants under the Covered MattersPlan, within the limit specified above. Stock Purchase Agreement 23 (ii) If an option granted under the Plan shall be accepted for surrender pursuant to Article VIII, any stock covered by options so accepted shall not thereafter be available for the granting of other options under the Plan. Notwithstanding anything any provision to the contrary in this Agreement but subject to Section 6.4the Plan, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% no option may be designated an ISO unless all of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (following conditions are satisfied with respect to such option: (a) Such option must be granted on or prior to May 1, 1994, and such option by its terms is not exercisable after the Employeesexpiration of ten years from the date such option is granted; (b) pursuant to this Agreement, except for Either (i) Losses resulting from the breach employee to whom such option is granted does not, determined at the time such option is granted, own capital stock representing more than ten percent of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification voting power of Buyer Indemnified Parties under this Agreement shall not exceed 100% all classes of stock of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementCompany, and its parent or any of its subsidiaries, or (ii) Losses resulting the option price is at least 110 percent of the fair market value, determined at the time such option is granted, of the stock subject to such option and such option by its terms is not exercisable more than five years from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.date it is granted; (iiic) Recovery under this Article VIII shall constitute Such option by its terms is not exercisable while there is outstanding an ISO which was granted to the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreementsame employee at an earlier time. For purposes of claritythis clause (c), nothing an ISO which has not been exercised in full shall be deemed to be outstanding, notwithstanding any cancellation or termination thereof, until the expiration of the period during which it could have been exercised under its original terms; and (d) The aggregate fair market value of the Common Stock subject to such option plus the aggregate fair market value of Common Stock subject to ISOs previously or concurrently granted to the same employee in the same calendar year (all determined at the respective dates of grant of such options) must not exceed $100,000 (the "Basic Amount") plus the sum of the "Carry-Over Amounts" for each of the three calendar years immediately preceding the year in which such option is granted. The "Carry-Over Amount", as used in this Section clause (d) for any calendar year, shall limit Buyer’s right mean (i) fifty percent of the amount by which $100,000 exceeds the fair market value, determined at the time of grant, of Common Stock subject to seek equitable relief ISOs which were granted during such calendar year to the employee for whom the Carry-Over Amount is being determined, or (including ii) $50,000 in the case such employee has not in such calendar year been granted any ISO. No amount shall be included in a Carry-Over Amount for any year to the extent such amount was theretofore necessarily included as a Carry-Over Amount to permit the qualification of an injunction) to enforce its obligations ISO under this Agreementclause (d), and Carry-Over Amounts shall only be utilized to permit the qualification of an ISO under this clause (d) in the order in which they first arose and then only if the Basic Amount has not theretofore been utilized to permit such qualification.

Limitations. (ia) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall not have any obligation to indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims Indemnitees from and including against any Losses under Section 11.1(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the first dollar Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses but subject to in excess of the other limitation contained hereinfirst two percent (2%) of the Purchase Price); provided, however, that the Threshold foregoing thresholds shall not apply to any Losses resulting from, indemnification provided by Seller arising out of or relating to breaches of the representations and warranties set forth in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the Fundamental RepresentationsSeller Indemnitees from and against Losses under Section 11.2(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the related sections and subsections Seller Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Company’s disclosure schedules Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in connection herewith Sections 6.1 (in each case disregarding any materiality limitation thereinGood Standing and Authority) or the Covered Matters. Stock Purchase Agreement 23and 6.3 (Capitalization). (iib) Notwithstanding anything to From and after the contrary in this Agreement but subject to Section 6.4last Closing, each Seller’s liability for indemnification the rights of Buyer the Indemnified Parties under this Agreement Sections 11.1-11.3 shall not exceed 50% be the exclusive remedy of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (Indemnitees and Buyer Indemnitees with respect to the Employees) pursuant to any and all matters arising out of, relating to, or connected with this Agreement, except for (i) Losses resulting from Seller and its assets and liabilities, including, without limitation, the breach Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement nothing herein shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for limit any breach claim of any representation, warranty, covenant, or agreement pursuant to Party for remedies at law or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementequity for fraud or intentional misrepresentations.

Limitations. 8.8.1 To the extent that a claim under this clause 8 (iTax indemnity) No amount refers to any Group Company in which the Seller holds (directly or indirectly) less than one hundred (100) per cent of the shares or interest as of Closing, the indemnification obligations under this clause 8 (Tax indemnity) shall be payable limited pro rata to the Seller’s participation in the shares or interests of such Group Company. 8.8.2 Any claims of the Purchaser under this clause 8 (Tax indemnity) shall be time-barred upon expiration of a Buyer Indemnified Party hereunder in satisfaction period of any claim unless six months after the respective Pre-Effective Date Tax has become final, binding and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 un-appealable (the “Threshold”formell und materiell bestandskräftig), at which time . The Seller’s rights under this clause 8 shall not become time-barred prior to six months after the Seller shall indemnify has been notified in writing about its payment claim under this clause 8 (Tax indemnity). In any event, the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations Purchaser and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties Seller under this Agreement clause 8 shall not exceed 50% of the amount actually received by such Seller become time-barred at the applicable latest 5 (five) years following the Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementDate. (iii) Recovery under this Article VIII shall constitute 8.8.3 If the sole and exclusive remedy for Purchaser fails to comply with any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementclause 8 (Tax indemnity), the Seller shall not be liable under this clause 8 (Tax indemnity) unless and to the extent such non-compliance or such breach did not (i) substantially prejudice the Seller in its capability to avoid the corresponding Pre-Effective Date Tax to be indemnified under this clause 8 or (ii) result in or increase the Pre-Effective Date Tax to be indemnified under this clause 8 (Tax indemnity). 8.8.4 The Parties agree that the limitations set forth in clauses 7.2 (De Minimis, Threshold) and 7.3 (Overall scope of Seller’s liability pursuant to this agreement) shall also apply with regard to the liability of the Seller and the Purchaser under this clause 8 (Tax indemnity), provided that the applicable De Minimis Amount shall be EUR 30,000.00 (in words: thirty thousands euros) and no Threshold will be applicable with regard to the liability of the Seller and the Purchaser under this clause 8 (Tax indemnity).

Limitations. The parties' rights to indemnification pursuant to this Article IX or under Section 10.4 are subject to the following limitations: PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION (a) All of the representations and warranties contained in Articles III and IV shall survive the Closing and shall continue in full force and effect until the eighteen (18) month anniversary of the Closing Date; provided, that (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in Section 3.17 shall survive the Fundamental Representations, or Closing and shall continue in full force and effect until the related sections and subsections fourth anniversary of the Company’s disclosure schedules Closing Date and (ii) if at the stated expiration of any representation and warranty there shall be pending any indemnification claim by an Indemnified Party, such Indemnified Party shall continue to have the right to seek such indemnification with respect to such claim notwithstanding such expiration. All covenants set forth in this Agreement shall survive the Closing without expiration. (b) Except as provided in connection herewith elsewhere herein, no Purchaser Warranty Claim may be made against any Seller unless and until the sum of (in each case disregarding any materiality limitation thereini) or the Covered Matters. Stock aggregate of all Damages with respect to Purchaser Warranty Claims plus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YBL Purchase Agreement 23shall exceed $150,000 (the "Purchaser's Threshold"), in which case Sellers shall be required to pay or be liable only for Damages in excess of the Purchaser's Threshold. (c) No Seller Warranty Claim may be made against Purchaser unless and until the sum of (i) the aggregate of all Damages with respect to Seller Warranty Claims plus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YBL Purchase Agreement shall exceed $150,000 (the "Sellers' Threshold"), in which case Purchaser shall be required to pay or be liable only for Damages in excess of the Sellers' Threshold. (d) Notwithstanding anything in this Agreement to the contrary (except Section 9.3(e)), Purchaser's and SOG's sole and exclusive recourse, right and remedy for indemnification claims against Sellers under this Article IX or Section 10.4(f) (other than for an indemnification claim under Section 9.1(d)) shall be to make a claim under and in accordance with the terms of the Escrow Agreement (except that Purchaser shall have no right to make any claim under the Escrow Agreement with respect to the Special Tax Indemnity Escrow Amount, other than pursuant to Section 9.3(e)), and no Seller shall otherwise have any liability with respect thereto; provided, however, that, if at the time Purchaser or SOG makes a Tax Indemnification Claim against Sellers there are insufficient funds available therefor under the Escrow Agreement (including if the Escrow Agreement has theretofore been terminated in accordance with the terms thereof), Purchaser or SOG may, prior to the fourth anniversary of the Closing Date, make such Tax Indemnification Claim against Sellers, subject to the terms, conditions and limitations hereof. Notwithstanding anything else in this Agreement to the contrary, Sellers' maximum aggregate liability to Purchaser and SOG for Tax Indemnification Claims (including those satisfied out of the Escrow Amount but excluding those satisfied out of the Special Tax Indemnity Escrow Amount) shall not exceed $3,000,000. (e) Notwithstanding anything to the contrary in this Agreement but subject Section 9.3(d), if Purchaser or SOG makes a Tax Indemnification Claim with respect to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% any Tax that arose as a result of the amount actually received by such Seller at series of transactions that Northland Holdings, SOG, YFC, NVLC and various other direct and indirect subsidiaries of Northland Holdings engaged in on or about April 8, 2004 (the applicable Closing "Northland Holdings Reorganization"), Purchaser or at SOG shall, prior to the first fourth anniversary as of the date hereof (Closing Date, first make a claim therefor under the Escrow Agreement with respect to the EmployeesPURCHASE AGREEMENT (YFC/SOG) pursuant EXECUTION VERSION Special Tax Indemnity Escrow Amount. If there are insufficient funds available under the Escrow Agreement relating to this Agreementthe Special Indemnity Escrow Amount to satisfy such Tax Indemnification Claim (including if the Escrow Agreement has theretofore been terminated in accordance with the terms thereof), except Purchaser or SOG may, prior to the fourth anniversary of the Closing Date, proceed under Section 9.3(d) to collect the balance of such Tax Indemnification Claim. (f) Purchaser's maximum aggregate liability to Sellers for Seller Warranty Claims shall not exceed an amount be equal to (i) Losses resulting from $2,000,000 minus (ii) the breach aggregate of all Damages with respect to "Seller Warranty Claims" under the YBL Purchase Agreement. (g) For purposes of this Article IX and Section 10.4(f), in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any tax benefit actually realized by the Indemnified Party or any Affiliate thereof by reason of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for Damage which each Seller’s liability for indemnification is the subject of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, claim and (ii) Losses resulting net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from the Covered Mattersany third party with respect thereto. If such insurance proceeds or any indemnity, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually contribution or other similar payment is received by the Indemnified Party after the date on which the Indemnifying Party has paid such Seller at indemnification claim, the applicable Closing pursuant Indemnified Party shall, no later than five (5) days after the receipt of such insurance proceeds or any indemnity, contribution or other similar payment, reimburse the Indemnifying Party in an amount equal to this Agreementsuch insurance proceeds or any indemnity, contribution or other similar payment (but in no event in an amount greater than the Damages theretofore paid to the Indemnified Party by the Indemnifying Party). (iiih) Recovery under this Article VIII shall constitute the Each party hereto hereby acknowledges and agrees that its sole and exclusive remedy for with respect to any and all post-Closing claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and Section 10.4(f). In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable Law, any and all other post-Closing rights, remedies, claims and causes of action of any kind or nature it may have against the other parties hereto or against SOG arising under or based upon any Law (including any such post-Closing rights, claims or causes of action arising under or based upon Environmental Laws, common law or otherwise). Each party hereto agrees that any and all post-Closing claims by it against any other party hereto arising out of or related to the breach of any representation, warranty, covenant, covenant or agreement pursuant contained herein shall be limited exclusively to claims made in accordance with, and subject to the limitations of, this Article IX and that such party's sole remedy shall be money damages. Notwithstanding the foregoing, each party acknowledges that the covenants of Sections 10.2 and 10.9 are of the essence of this Agreement and that money damages will be difficult to calculate and may not provide adequate compensation in connection with an actual or threatened breach of such Sections and that the provisions of Sections 10.2 and 10.9 are reasonable limitations and necessary to protect the business interests of the respective parties. Accordingly, the parties agree that they each shall be entitled to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of Sections 10.2 and 10.9 and, in addition, shall be entitled to pursue any way related allowable remedies at law or equity, including the recovery of money damages. If any provision of Section 10.2 or Section 10.9 shall for any reason be held to this AgreementPURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION be excessively broad as to time, duration, geographic scope, activity or subject, it shall be enforceable to the maximum extent compatible with then-applicable laws. For purposes Finally, notwithstanding the provisions of clarity, nothing in this Section 9.3(h) or any other provisions contained herein to the contrary, Purchaser and Sellers shall limit Buyer’s have the right to seek equitable relief specific performance of the obligations of the other under Section 2.1 (including in addition to any other remedies it may have for money damages or otherwise at law or in equity. (i) Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto, after the Closing, to rescind this Agreement or any of the Transactions. (j) No party hereto shall have any liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken or not taken by any other party hereto or its Affiliates after the Closing or by Northland Holdings or its Affiliates after April 8, 2004. In no event shall any party hereto be liable for consequential or punitive damages (except for (i) consequential or punitive damages paid or payable by an injunctionIndemnified Party to a third party and (ii) penalties under any Law). Each party hereto shall take all reasonable steps to enforce mitigate all Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages indemnifiable by any other party hereto. Upon Closing, each Seller waives and releases any and all rights, remedies, claims or causes of action against SOG of whatever kind and nature (and even if based in whole or in part on the negligence of SOG) with respect to any action or alleged failure to act prior to the Closing Date. No Seller shall have any right of indemnification or other claim against SOG on account of any liability or payment any Seller may make pursuant to Section 9.1. (k) No Indemnifying Party's liability for fraud or willful misconduct shall be limited by the provisions of this Section 9.3 or by the distribution of all or any portion of the Escrow Amount from the escrow created pursuant to the Escrow Agreement. No Indemnifying Party shall be liable to any Person hereunder for Damages attributable to such Person's fraud or willful misconduct. (l) Sellers' liability for breach of Section 3.16 (employee benefit matters) or 3.17 (tax matters) shall not be limited by the provisions of Section 9.3(b). (m) If SOG or any other Person enters into an agreement with an Authority that extends the statute of limitations for the assessment or collection of any Tax which could be the subject of a Tax Indemnification Claim and such extension results in such statute of limitation expiring after the fourth anniversary of the Closing Date, the four year period provided for in Section 9.3(a) with respect to representations under Section 3.17, the four year period provided for in the proviso of Section 9.3(d) for a Tax Indemnification Claim, and the four year period provided for in Section 9.3(e) with respect to claims against the Special Tax Indemnity Escrow Amount shall be extended such that the period under each such provision with respect to the Tax or Taxes covered by the extended statute of limitations (and only such Taxes) shall expire on the date on which the statute of limitations expires pursuant to the agreement with the Authority rather than on the fourth anniversary of the Closing Date. Purchaser agrees that it will not enter (and it will not allow SOG or any of its obligations under this AgreementAffiliates to enter) into any agreement that would extend PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION the statute of limitations for the assessment or collection of any Tax that could be the subject of a Tax Indemnification Claim without the prior written permission of Sellers (which shall not be unreasonably withheld or delayed).

Limitations. 5.1 The liability of the Seller under paragraph 2 will terminate on: (ia) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction the twenty-first anniversary of Completion, for any claim unless under paragraph 2 for a liability arising from a loss of Tax caused fraudulently or deliberately by the Company or any related person, including a liability arising from an arrangement caught by Part 7A of ITEPA 2003 or from the failure of the Company to comply with an obligation under sections 309, 310 or 313 of the Finance ▇▇▇ ▇▇▇▇ to disclose information about a tax avoidance scheme to which it was a party; or (b) the seventh anniversary of Completion (in any other case), except for any claim under paragraph 2 of which written notice is given to the Seller before that relevant date containing, if and until to the extent reasonably practicable, a description of that claim and the estimated total amount of the claim. 5.2 Subject to paragraph 5.4 and paragraph 5.5, the aggregate Losses liability of the Seller under paragraph 2 and for all Claims, when taken together, shall not exceed an amount equal to the Consideration paid. 5.3 The Seller shall not be liable for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 under this Tax Covenant unless: (a) the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses Seller’s liability in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinthat claim (together with any connected Claims or Tax Claims) exceeds £2,500.00; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23and, (iib) Notwithstanding anything to the contrary in claim when aggregated with all other claims under this Agreement but subject to Section 6.4, each Tax Covenant and the Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement all Claims exceeds £10,000, in which case the Seller shall not exceed 50% be liable for the whole amount of the claim and not just the amount actually above the threshold specified in this clause 5.3(b). 5.4 The amount of the aggregate liability of the Seller under paragraph 5.2 in relation to Tax Claims will be increased by any amount received by such the Seller at the applicable Closing by payment or at the first anniversary as set off under paragraph 6 (Overprovisions), paragraph 7 (Savings) or paragraph 8 (Recovery from third parties). 5.5 The amount of the date hereof (with respect to Seller’s aggregate liability under clause paragraph 5.2 will be increased by the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach amount of any liability of the representations set forth Seller arising (or that would have arisen but for paragraph 4) in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s respect of Tax that is primarily the liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenantof, or agreement pursuant to or in any way related to this Agreement. For purposes of clarityis attributable to, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementa person other than the Company.

Limitations. (ia) No Notwithstanding any provision of this Agreement to the contrary, none of the Sellers shall have any obligation to indemnify Buyer under Section 7.3(a), and Buyer shall have no obligation to indemnify any Seller under Section 7.4(a), or in either case to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount shall be payable attributable to a Buyer Indemnified Party hereunder all Indemnification Claims and obligations in satisfaction excess of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed One Hundred Thousand Dollars ($50,000 100,000) (the “Threshold”). Once the aggregate amount of Losses (that are individually below the Threshold) exceeds the Threshold, at which time the Seller persons entitled to recovery shall indemnify the Buyer Indemnified Parties for be entitled to recover the full amount of all such Losses, regardless of the Threshold. No person shall be entitled to indemnification under this Article 7 for Losses directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in respect of such claims from and including the first dollar of all such Losses but subject this Agreement or any duty to the other limitation contained herein; potential Indemnitor. (b) The maximum aggregate liability of the Sellers to Buyer under Section 7.3(a), and Buyer to the Sellers under Section 7.4(a), shall equal Five Million Dollars ($5,000,000) (the “Indemnity Cap”), provided, however, that (i) the Threshold maximum aggregate liability of the Sellers to Buyer shall not apply be the aggregate amount of the Purchase Price actually received by Sellers with respect to any Losses resulting fromthe Fundamental Representations, arising out (ii) the maximum aggregate liability of or relating the Sellers to breaches of Buyer shall be $7,500,000 with respect to the representations and warranties set forth in Section 3.7, and (iii) there shall be no limitation in the Fundamental Representationsevent that a court of competent jurisdiction determines that there has been any act of fraud and/or intentional misrepresentation or omission by the Sellers and/or the Company in any representation, warranty or the related sections and subsections of the Company’s disclosure schedules provided covenant contained in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of Schedules attached hereto and/or any certificate delivered by the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of Sellers and/or the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing Company pursuant to this Agreement. (iiic) Recovery In no event shall Indemnified Parties be entitled to recover or make a claim for any amounts in respect of consequential or punitive damages, provided that Indemnified Parties shall be entitled to recover or make a claim for such damages in the event that an Indemnified Party is liable for such damages pursuant to a Third Party Claim. (d) Any payment under Article 7 of this Agreement shall be treated by the parties for federal, state, local and foreign income tax purposes as an adjustment to the Purchase Price. (e) None of the Buyer Indemnified Persons shall attempt to recover any funds from any Seller unless and until there are no funds in the Escrow Fund. (f) Except with respect to claims for equitable relief, the indemnification provisions of this Article VIII 7 shall constitute be the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this AgreementAgreement from and after the Closing.

Limitations. (ia) No The indemnification obligations of the Principal Sellers regarding a claim for indemnification hereunder made by the Buyer Indemnified Parties for inaccuracies, or breaches of any representation or warranty in this Agreement, but not for breach of any covenant of Sellers, shall become operative only after the aggregate amount of all valid claims for such indemnification made by the Buyer Indemnified Parties exceeds 300,000 FF (the "Indemnification Threshold"); provided, however, that upon reaching the Indemnification Threshold the December 3, 1999 29 [Initials] Principal Sellers shall be payable liable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for all Indemnification claims above and below the full amount of all Losses in respect of such claims from and including Indemnification Threshold. (b) Only the first dollar of all such Losses but subject Principal Sellers shall be liable to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) for Indemnification claims made pursuant to this Agreement, but such Indemnification liability shall apply with respect to all of the Shares sold by the Sellers to Buyer and not only those Shares sold by the Principal Sellers. The maximum liability of the Sellers under this Agreement for Indemnification claims made by the Buyer Indemnified Parties shall not exceed the purchase price for the Shares, including the Earn-Out Payments, except in the event of fraud or willful misrepresentation, and each Principal Seller shall be liable only to the extent of his respective percentage interest as set forth in section 1.04 (j) above. (c) Any amount due to the Buyer Indemnified Parties as a result of a claim for indemnification hereunder shall be determined after deducting or setting-off (i) Losses resulting from any final and indisputable savings of taxes incurred by the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% or the Company as a result of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, any indemnified loss and (ii) Losses resulting any recovery from insurers actually received by the Covered Matters, for which each Seller’s liability for indemnification of Company or the Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant with respect to this Agreementany indemnified loss. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall not have any obligation to indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims Indemnitees from and including against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the first dollar Buyer Indemnitees have suffered Damages by reason of all such Losses but subject breaches in excess of one percent (1%) of the Purchase Price (after which point Seller will be obligated to indemnify the other limitation contained hereinBuyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the Threshold foregoing thresholds, deductibles and limitations shall not apply to any Losses resulting from, indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) or relating Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the representations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (b) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of the representations and warranties set forth in Sections 4.1, 4.2 and 4.6. (c) The rights of the Fundamental RepresentationsIndemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the related sections Purchased Assets and subsections the Assumed Liabilities; provided, however, that notwithstanding any other provision of the Company’s disclosure schedules provided this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in connection herewith (in each case disregarding any materiality limitation therein) equity for fraud or the Covered Matters. Stock Purchase Agreement 23intentional misrepresentations. (iid) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or 8.2(a), and subject to the deductible amounts set forth in Sections 8.5 (a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement but subject to Section 6.4, and each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement certificate or document delivered pursuant hereto shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect be read without regard and without giving effect to the Employeesterm(s) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (“material” or “Material Adverse Effect” in each case disregarding any materiality limitation thereininstance where the effect of including such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, the liabilities and obligations of Seller and Buyer asserted under Article IX of this Agreement shall be subject to the following limitations: (i) No amount Seller and Buyer each shall not be responsible to the Buyer Indemnified Parties and the Seller Indemnified Parties, respectively, for any misrepresentation or breach of a representation or warranty contained in this Agreement (which representation and warranty, for purposes of this Article IX, shall be payable read as if it did not contain any materiality qualifications) until the cumulative aggregate amount of all Losses and Litigation Expenses for which it would otherwise be obligated to a pay under this Article IX exceeds US$250,000 (after taking into account any payments made directly or indirectly to the Buyer Indemnified Party hereunder in satisfaction Parties or the Seller Indemnified Parties, as the case may be, as a result of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”applicable insurance payments), at which time whereupon such party shall be liable to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, only to the extent and in the amount by which the Losses and Litigation Expenses exceed US$250,000 (after taking into account any payments made directly or indirectly to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments); provided, however, Seller shall indemnify be responsible to the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, and Litigation Expenses arising out of any misrepresentation or relating to breaches breach of the representations and warranties set forth a representation or warranty contained in the Fundamental RepresentationsSections 3.9, 3.10.1, 3.10.2, 3.10.4, 3.10.5, 3.10.11, 3.10.12, 3.11 or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 233.12. (ii) Notwithstanding anything to The aggregate amount of the contrary in this Agreement but subject to Section 6.4, each Seller’s liability obligations and liabilities of Seller under Article IX hereof for indemnification of Buyer Indemnified Parties under this Agreement Losses and Litigation Expenses shall not exceed 50% of the amount actually aggregate consideration received or to be received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the and Litigation Expenses arising out of any misrepresentations or breach of the representations set forth in Article II and a representation or warranty contained in Sections 3.1 (Organization; Power)3.9, 3.2 (Authorization)3.10.1, 3.3 (Capitalization)3.10.2, 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein)3.10.4, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement3.10.5, and (ii) Losses resulting from the Covered Matters3.10.11, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement3.10.12, 3.11 or 3.12. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount The Indemnifying Person's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be payable subject to a the following limitations: (a) Except for Losses occasioned by payments made by Buyer Indemnified Party hereunder to any Business Employee in satisfaction excess of the amount listed by Seller on Schedule 7.11(a) for such Business Employee, no indemnification under Sections 13.01or 13.02 for any claim unless and Losses shall be required to be made by the Indemnifying Person until the aggregate amount of the Indemnified Person's Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed exceeds US $50,000 25,000.00 (the “ThresholdBasket”), at which time point the Indemnified Person shall be indemnified for all Losses; provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty, any breach by either Seller or Guarantor of its representations set forth in Section 7.02 or Section 7.03, or any breach by Buyer of its representations set forth in Section 8.02. (b) Neither Seller nor Guarantor shall indemnify be liable to Buyer, and Buyer shall not be liable to either Guarantor nor Seller, for any Losses which exceed the Buyer Indemnified Parties amount which is the sum of (1) US$1,150,000.00 and (2) the product of (i) the average closing price for MSII shares traded on NASDQ or such other exchange as shares of MSII stock are then generally being traded over the full amount of all Losses in respect of such claims from and including five Business Days immediately preceding the first dollar of all such Losses but subject to the other limitation contained hereinClosing Date, multiplied by (ii) One Million; provided, however, that the Threshold limitation contained in this Section 13.05(b) shall not apply to or limit the obligation to indemnify for any Losses resulting from, arising out of or relating a Third Party Claim. (c) Neither Party shall be liable to breaches the other Party for Losses arising out of a Third Party Claim that is asserted by the Third Party more than three (3) years following the Closing Date. (d) No individual partner of Guarantor shall be liable to any Indemnified Buyer Party hereunder unless Guarantor has distributed any of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything proceeds received from Buyer pursuant to the contrary in this Equity Transfer Agreement but subject to Section 6.4such individual, each Seller’s and then such liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% the value of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementdistributed proceeds. (iiie) Recovery under From and after the Closing Date, the indemnification rights contained in this Article VIII XIII shall constitute the sole and exclusive remedy remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under Law. (f) Seller will have no liability for indemnification (i) on account of incidental, indirect or consequential damages or losses unless such damages are payable to third parties and, in particular, no “multiple of profits” or other items will be applied in calculating any breach indemnity amount, or (ii) in respect of any representation, warranty, covenantclaims that relate to the passing of, or agreement pursuant any change in, after the Closing Date, any Laws or any accounting policy, principle or practice or any change in Tax rates in effect on the Closing Date, even if any such changes have retroactive effect or require action at a future date. (g) To the extent Seller or Guarantor is obligated to indemnify Buyer for a Third Party Claim, Buyer will assign to Seller, to the fullest extent allowable, its rights and causes of action with respect to such Third-Party Claim, or if assignment is not permissible, Seller will be allowed to pursue such Third-Party Claim in the name of Buyer at Seller's expense. Seller will be entitled to retain for its own account all recoveries made as a result of any way related to this Agreementsuch action. For purposes of clarity, nothing Buyer will provide Seller with reasonable assistance (at Seller's expense) in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementprosecuting such Third-Party Claim.

Limitations. (i) No amount shall be payable Except for any Losses related to a Buyer Indemnified Party hereunder in satisfaction or arising from breaches of any claim unless and until the aggregate Losses for a claim representations or series of like warranties regarding accounts receivable or taxes, ABB's covenant regarding product liability claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation coverage contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections Amended and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Restated Stock Purchase Agreement 23 (ii) Notwithstanding anything by and among Asea ▇▇▇▇▇ Boveri AB, a Swedish company and Gigantissimo 2131 AB under change of name to the contrary in this Agreement but subject to Section 6.4Flow International FPS AB, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (a Swedish company with respect to the Employeesissued and outstanding stock of ABB Pressure Systems AB, a Swedish company with the registration number 556064-1770, (the "PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"), and any Losses with respect to any Flakt Contact Claims, as defined in the Pressure Systems Stock Purchase Agreement, none of which shall be subject to any Threshold Amount, the indemnified party shall be entitled to indemnification only if the total aggregate Losses under the Transaction Agreements exceed Two Hundred Fifteen Thousand US Dollars (US$215,000) (the "THRESHOLD AMOUNT"). Once the Threshold Amount has been exceeded, the indemnified party shall be entitled to indemnification for all amounts above the Threshold Amount. Except for any Losses related to or arising from breaches of any representations or warranties regarding accounts receivable or taxes, ABB's covenant regarding product liability claims coverage contained in the Pressure Systems Stock Purchase Agreement, and any Losses with respect to any Flakt Contract Claims, none of which shall be subject to any limitation of liability, the total aggregate amount which the indemnified parties under the Transactions Agreements shall be entitled to be indemnified under the Transactions Agreement will not exceed the thirty percent (30%) of the aggregate purchase price pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification Transaction Agreements. The sole remedy of Buyer Indemnified Parties under and ABB for breaches of this Agreement shall not exceed 100% be claims made in accordance with and subject to the limitations of the amount actually received by such Seller at the applicable Closing pursuant to this Article IV. This Agreement, the Pressure Systems Stock Purchase Agreement and (ii) Losses resulting from the Covered Matters, for Asset Purchase Agreement by and among an ABB entity or entities which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of own the amount actually received intellectual property rights used in ABB Pressure Systems AB's business and an entity to be designated or formed by such Seller at Flow International Corporation together are the applicable Closing pursuant to this Agreement"TRANSACTION AGREEMENTS". (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount Except as otherwise specifically provided for herein, the rights and remedies of the parties under this Section shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach breaches of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement. (b) The Seller shall not be liable for breaches of its representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 until Buyer has suffered aggregate losses in excess of $250,000, after which point, the Seller shall only be obligated to indemnify the Buyer against further losses in excess of such amount. (c) Except as set forth in the immediately succeeding sentence, the aggregate liability of the Seller for all claims arising from breaches of Seller's representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 shall not exceed $5,000,000 (it being understood (i) that, except with regard to FRT Claims payments, all payments made by Seller's products liability policies covering any period prior to the Closing Date shall be deemed a payment by the Seller for purposes of this limitation and (ii) that once the aforesaid $5,000,000 has been exhausted, Buyer and/or the Company shall not be precluded from pursuing amounts in excess of $5,000,000 from insurers with regard to policies applicable to the Company, to the extent available). The limitation of liability set forth in the immediately preceding sentence shall not apply to a breach of representations and warranties contained in Section 3.1 or 3.2. (d) In no event shall Seller be liable pursuant to Section 9.2 for any losses or damages 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 or damages. (e) The amount of losses or damages for which indemnification is sought under Section 9.2 shall be reduced by any recoveries which the indemnified party actually receives or gets the benefit of by virtue of a payment directly to a claimant under insurance policies or actually received payments from third parties or any tax benefits actually received, but the foregoing shall not preclude a valid indemnification obligation arising pending an insurance determination. To the extent Seller makes an indemnity payment, Seller will be subrogated to Buyer's rights under insurance policies and against third parties related to such payment, and Buyer will reasonably cooperate in efforts to facilitate collections by Seller. (f) With respect to the Seller's indemnity in Section 9.2(c) for any product liability claim against the Company for any products sold by the Company or its predecessors prior to the Closing Date other than FRT claims referenced in Section 9.5(a) (an "Indemnified Product Liability Claim") the following further limitations shall apply: (i) The Buyer and the Company shall defend, indemnify and hold harmless the Seller, its affiliates and their insurers (including insurers of the Company under policies maintained by the Seller or its affiliates) against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) arising out of or related to any third-party bodily injury or property damage caused by any product sold by the Company after the Closing Date. (ii) The Buyer and the Company shall defend, indemnify and hold harmless the Seller, its affiliates and their insurers (including insurers of the Company under policies maintained by the Seller or its affiliates), and the Seller shall defend, indemnify and hold harmless the Buyer, the Company, and their insurers, against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) arising out of or related to any third-party bodily injury or property damage caused by any product sold by the Company or its predecessors prior to the Closing Date based upon the percentage each party bears of the Exposure Period, as hereafter defined. "Exposure Period" shall mean (i) for claims for third-party property damage relating to release or discharge of hazardous substances, the period from the date of installation of the product through the date the Company is notified in writing of the claim of such third party, (ii) for claims for third-party injury relating to exposure to hazardous substances, including bodily injury, the period from the date of first exposure through the date the Company is notified in writing of the claim of such third party and (iii) for other third-party property damage or injury claims, the occurrence date of such damage or injury.

Limitations. (ia) No Notwithstanding any provision of this Agreement to the contrary, the Stockholder shall have no obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for recover the full amount of all Losses in excess of the Threshold. (b) In no event will the ----------, exceed the lesser of (i) --------- the PREPA Resolution Amount and (ii) ----------. Notwithstanding any provision of this Agreement to the contrary, the ---------. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of such contract or other claims from and including arising under this Agreement or any other Transaction Document unless the first dollar Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of all such Losses but subject to the other limitation contained hereinThreshold; provided, however, that the Threshold shall not apply Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting fromin the failure of Mirant and Buyers to pay, arising out the Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of or relating Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to breaches recover the full amount of all Losses in excess of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Threshold. (iid) Notwithstanding anything any provision of this Agreement to the contrary in this Agreement but subject contrary, the maximum aggregate liability of Mirant and Buyers to Section 6.4, each Seller’s liability the Stockholder Indemnitees for indemnification of Buyer Indemnified Parties all claims arising under this Agreement shall not exceed 50% and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the amount actually received by such Seller at failure of both Mirant and Buyer to pay, the applicable Closing or at Purchase Price and the first anniversary as of the date hereof (with respect to the Employees) pursuant to Note Price under this Agreement, except will not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) Losses resulting from the directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach Indemnitee of any representation, warranty, covenant, covenant or other agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing set forth in this Section shall limit Buyer’s right Agreement or any duty to seek equitable relief the potential Indemnitor or (including an injunctionii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, del Caribe, Eco Holdings or the Partnership prior to enforce its obligations under this Agreementthe Closing, to the extent that the Buyer Indemnitees actually receive such insurance proceeds to cover such Losses.

Limitations. (i) No amount Seller shall not be payable required to a Buyer Indemnified Party hereunder in satisfaction of indemnify any claim Purchaser Indemnitees, and Purchaser shall not be required to indemnify any Seller Indemnitees, as applicable, or otherwise have any liability under this Agreement from and after the Closing, unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject for such matters exceeds [***] (the “Threshold Amount”), in which event Seller Indemnitees or Purchaser Indemnitees, as applicable will be entitled to the other limitation contained herein; provided, however, that the Threshold shall not apply to any recover all Losses resulting from, arising out of or relating to such matters (provided, that Purchasers or Seller’s obligations hereunder, as applicable, shall be reduced on a dollar-for-dollar basis by the aggregate amount of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually recovered by the Seller Indemnitees or Purchaser Indemnitees, as applicable, in connection with such claims). In addition, from and after the Closing, (x) Seller’s maximum liability to Purchaser and all other Purchaser Indemnitees, with respect to any claim for indemnification under this Section 10(h) or otherwise under any provisions of this Agreement that survive the Closing (other than under Section 10(h)(ii)(F)), and (y) Purchaser’s maximum liability to Seller and all other Seller Indemnitees, with respect to any claim for indemnification under this Section 10(h) or otherwise under any provisions of this Agreement that survive the Closing , shall not, in the case of either of the foregoing clause (x) or clause (y), exceed [***] of the Purchase Price in the aggregate; provided, that: (I) Seller’s liability for (A) breaches of the representations and warranties set forth contained in Section 10(c) and Section 38(c) (collectively, the “Fundamental Representations”), or the related sections (B) fraud by Seller, and subsections of the Company(C) Seller’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation thereinsurviving obligations under Article 7, Section 13(a) or the Covered Matters. Stock Purchase Agreement 23 (iiand Section 33 and Seller’s indemnification obligations under this Section 10(h) Notwithstanding anything relating thereto, shall not be subject to the contrary in this Agreement but subject to Section 6.4, each foregoing limitation; (II) Seller’s liability for indemnification under clause (F) of Buyer Indemnified Parties under this Agreement Section 10(h)(ii) above shall not be subject to the foregoing limitation but instead shall not exceed 50% [***] of the amount actually received by such Seller at Purchase Price in the applicable Closing or at the first anniversary as of the date hereof aggregate; and (with respect to the EmployeesIII) pursuant to this Agreement, except Purchaser’s liability for (iA) Losses resulting from the breach breaches of the representations set forth and warranties contained in Article II and in Sections 3.1 clauses (Organization; Poweri)–(iv) of Section 10(g), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual PropertyB) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received fraud by such Seller at the applicable Closing pursuant to this AgreementPurchaser, and (iiC) Losses resulting from the Covered MattersPurchaser’s surviving obligations under Article 7, for which each SellerSection 13(b) and Section 33 and Purchaser’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this AgreementSection 10(h) relating thereto, shall not be subject to the foregoing limitation.

Limitations. ARTICLE 1.8 (a) The indemnification provided by this Article IX shall be a continuing right to indemnification and shall survive the closing of the transactions contemplated hereby and the expiration or termination of this Agreement (i) No amount for a period of eighteen months following the Merger Closing with respect to any indemnification other than for Consolidated Return Tax Liabilities and (ii) until the expiration of the statute of limitations (as it may be extended) with respect to each tax year or period pertinent to Consolidated Return Tax Liabilities; and the Indemnified Party shall be payable entitled to a Buyer bring an action thereon only if the Indemnified Party hereunder has given the Indemnifying Party written notice within such eighteen month period or statute-of-limitations period, as the case may be. TIPMG is only liable for representations, warranties, covenants and agreements that it has made or agreed to on behalf of itself and the Manager. Additionally, IREIC is only liable for representations, warranties, covenants and agreements that it has made or agreed to on behalf of itself and the Advisor. (b) (c) Either Parent may, at its election, pay its indemnification obligations in satisfaction of any claim unless and until cash, in REIT Common Shares or in a combination thereof. Except as provided in Section 9.5(c), the aggregate indemnification obligations of the Parents hereunder (other than for Losses for a claim or series of like claims that which are paid, incurred, sustained or accrued equal or exceed $50,000 Consolidated Return Tax Liabilities) (the “Threshold”"Maximum Indemnification Amount") shall not exceed the lesser of (i) $68 million, or (ii) the sum of (X) the "Fair Market Value" (as defined herein) of the REIT Common Shares issued hereunder and (Y) 50% of the difference between the indemnification obligation and the Fair Market Value of the REIT Common Shares issued hereunder (the "Excess Amount"), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that for the Threshold shall not apply to any Losses resulting from, arising out purposes of or relating to breaches of determining the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties Maximum Indemnification Amount under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; PowerSection 9.5(b), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement the Excess Amount shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant be limited to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement$34 million. For purposes of claritythis Article IX, nothing in this Section the "Fair Market Value" of a REIT Common Share shall limit Buyer’s right be, at the time of the payment of the indemnification obligation, the per share average closing price of the REIT Common Shares for the five business days immediately prior to seek equitable relief the payment of the indemnification obligation, or if, the REIT Common Shares are not then listed on a national securities exchange or included for quotation on the Nasdaq National Market, the amount determined by an independent appraiser reasonably acceptable to REIT and the Indemnifying Party. (including an injunctiond) to enforce (e) If, at the time a Parent pays its obligations under this Agreementindemnifying obligations, the Fair Market Value of a REIT Common Share exceeds $11, the Maximum Indemnification Amount shall be the Fair Market Value of all of the REIT Common Shares being issued hereunder.

Limitations. (ia) No amount Buyer shall not be payable entitled to make a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until against the Members for indemnity pursuant to this Section 10 except to the extent that the aggregate amount of Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed incurred by Buyer exceeds $50,000 250,000 (the “ThresholdInitial Basket”), at which time ) and thereafter Buyer shall not be entitled to make a claim against the Seller shall indemnify the Buyer Indemnified Parties Members for the full amount of all Losses any Loss in respect of such claims from and including the first dollar of any individual event or occurrence which does not exceed $25,000 (all such Losses but subject equal to or greater than $25,000 being the “Eligible Losses”). Once the Initial Basket is exceeded, Buyer shall be entitled to indemnification for its Eligible Losses under this Section 10 to the other limitation contained hereinextent such Eligible Losses exceed the Initial Basket. (b) The aggregate amount of Losses recoverable by Buyer pursuant to this Section 10 (the “Cap”) shall be limited to an amount equal to fifty percent (50%) of the Purchase Price until one (1) year after the Closing (the “Cap Reduction Date”) and the Cap shall be reduced on the Cap Reduction Date to an amount equal to thirty percent (30%) of the Purchase Price, and Buyer shall not be entitled to make a claim against the Members for indemnity pursuant to this Section 10 to the extent such claim would cause the aggregate amount of Buyer’s Losses indemnified by the Members to exceed the Cap in effect on the date such claim is made; provided, however, that the Threshold Cap shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect limit Buyer’s right to the Employees) pursuant to this Agreement, except make a claim for (i) indemnity for Losses resulting from the breach of the representations set forth and warranties contained in Article II and in Sections 3.1 Section 3.11 (Organization; PowerTaxes), 3.2 Section 3.13 (AuthorizationEmployee Benefit Plans) or Section 3.19 (Environmental), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting or from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementExcluded Liabilities. (iiic) Recovery under this Article VIII Any indemnification payments made by the Members, on the one hand, or Buyer, on the other hand, shall constitute be deemed to be and treated for all purposes, including, without limitation, Tax purposes, as adjustments to the sole Purchase Price. (d) Buyer agrees that, in the event of an Indemnification Claim by Buyer hereunder, Buyer shall seek to satisfy such Indemnification Claim first from the Indemnification Escrow Amount as provided in the Indemnification Escrow Agreement and exclusive remedy for any second from the Members directly. (e) If the Indemnification Claim relates solely to a breach of any representationMember’s obligations under any Employment Agreement or Noncompetition Agreement, warrantyas the case may be, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of claritySection 10.1(ii) hereof, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunctionIndemnification Claim for such breach may be brought only against the breaching Member(s) to enforce its obligations under this Agreementand not against any of the nonbreaching Member(s).

Limitations. (a) With regard to the indemnification obligations of Seller Indemnifying Party under this Agreement the following shall apply: (i) No amount any indemnification obligations (x) for any breach of the Sellers’ Guarantees under Section 5.1, 5.2, 5.3, 5.6(a) and 5.6(b) and (y) for any claims relating to Taxes under this Agreement shall not be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and capped (together, the “Uncapped Indemnity”); (ii) save for the Uncapped Indemnity, until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 second (2nd) anniversary following the Closing Date (the “ThresholdFirst Indemnification Period”), at which time the Seller Buyers shall indemnify be entitled to claim indemnification hereunder up to a maximum amount of fifteen million U.S.-Dollars (USD 15,000,000) (the Buyer Indemnified Parties “Main Liability Cap”); (iii) save for the full Uncapped Indemnity, in the time period beginning on the first DAC11719918 (1st) day after the second (2nd) anniversary of the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Second Indemnification Period”), the Buyers shall be entitled to claim indemnification for breaches of the Sellers’ Guarantees set forth in Section 5.11 (Environmental Matters) and pursuant to Section 12 (Environmental Indemnification) up to a maximum amount of all Losses in respect of such claims from and including seven million U.S.-Dollars (USD 7,000,000) (the first dollar of all such Losses but subject to the other limitation contained herein“Environmental Cap”); provided, however, that any amounts paid by a Seller Indemnifying Party with respect to claims made by Buyers Indemnified Party during the Threshold shall not apply to any Losses resulting from, arising out of or relating to First Indemnification Period for breaches of the representations and warranties Sellers’ Guarantees set forth in Section 5.11 (Environmental Matters) and/or pursuant to Section 12 (Environmental Indemnification), shall reduce the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Environmental Cap; and (iiiv) Notwithstanding anything save for the Uncapped Indemnity, the total amount of indemnification to be paid by the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties Sellers under this Agreement shall in no event exceed an amount of twenty million U.S.-Dollars (USD 20,000,000) (the “Aggregate Maximum Liability”). (b) Except for claims under the Uncapped Indemnity, the Buyer Indemnified Party shall not exceed 50% be entitled to make any claim for indemnification under this Agreement unless and until the aggregate amount of claims for Losses of Buyer Indemnified Party exceeds an amount of nine hundred thousand U.S.-Dollars (USD 900,000) (the “Threshold Amount”). If the Threshold Amount is exceeded, the Seller Indemnifying Party shall be liable for the full amount actually received by such Seller at of Losses (Freigrenze). (c) Except for claims under the applicable Closing Uncapped Indemnity, no claim of Buyer Indemnified Party in respect of any individual event or at the first anniversary as of the date hereof (with respect occurrence shall be deemed to the Employees) pursuant give rise to indemnification under this Agreement, except or shall be taken into account for purposes of calculating the Threshold Amount, unless and until the Loss related to such claim exceeds an amount of eighty thousand U.S.-Dollars (iUSD 80,000) (the “De-Minimis Amount”). The Parties agree that a De-Minimis Amount of ten thousand U.S.-Dollars (USD 10,000) shall apply to claims relating to Taxes. For the purposes of this Section 11.6(c), in the event of a series of claims based on the same or a related set of facts, events or circumstances, such series of claims shall be treated as a single claim and the aggregate total of the Losses resulting from such series of claims shall be used to determine whether the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementDe-Minimis Amount has been exceeded. (iiid) Recovery under this Article VIII The Sellers shall constitute not be responsible and liable for Indemnifiable Taxes if and to the sole extent the relevant Indemnifiable Tax has been paid or discharged otherwise (including by way of set-off or deduction) prior to or on the Closing Date. (e) Reasonable costs and exclusive remedy expenses incurred by the Sellers and their Affiliates for any breach remediation in kind as contemplated by Section 12.4 for which Sellers can present bills and receipts or other reasonable evidence, including reasonable costs for the use of any representationown personnel and equipment, warrantyshall count against the Main Liability Cap and the Environmental Cap, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementas applicable.

Limitations. 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 extent (a) the aggregate amount of all Indemnifiable Taxes does not exceed the aggregate amount of all tax accruals (Steuerrückstellung) and tax liabilities (Steuerverbindlichkeit) in the Consolidated Financial Statements; (b) an amount in respect of the Indemnifiable Tax has been actually paid by or is recoverable (but insofar not with respect to wage Taxes and VAT) from, a third party (other than (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless under the warranty and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches indemnity insurance of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant purchaser relating to this Agreement, except or (ii) any of the Group Companies or the 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 (for 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); (ic) Losses resulting the 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 subsequent Tax audits) in the periods to which such Taxes are allocable; (d) the Indemnifiable Tax results from any change in the accounting or taxation policies, practices or filings of any of the Group Companies for any period, or 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 Group Company, unless such change is required by law or requested by a Tax Authority; (e) the Indemnifiable Tax results from any reorganization measures pursuant to the German Reorganization Tax Act (Umwandlungssteuergesetz) or similar provisions of foreign Tax law initiated after the Closing Date with 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 representations Purchaser's procedural obligations set forth in Article II and Clause 12.4; (g) the Purchaser, any 'Purchaser's Affiliate or any Group Company is entitled to any 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 Sections 3.1 the Tax basis of assets, expenses becoming Tax deductible following the non-recognition of liabilities or provisions (OrganizationPhasenverschiebung)) as a result of an adjustment or payment giving raise to the Indemnifiable Taxes (herein collectively: "Tax Benefits") whereby the amount of Indemnifiable Tax shall be reduced by the net present value of any such Tax Benefit; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement it being understood that the net present value shall not exceed 100% be calculated as of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% day of the amount actually received Indemnifiable Tax becoming due by such Seller at discounting the applicable Closing pursuant to this AgreementTax Benefit by 3% p.a. over the time period in which the Tax Benefit becomes cash-effective. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) 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 amount claims shall be payable made by Parent or the Surviving Corporation for indemnification pursuant to a Buyer Indemnified Party hereunder in satisfaction of any claim Section 9.2(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 a claim or series of like claims that which Parent and the Surviving Corporation are paid, incurred, sustained or accrued equal or exceed entitled to seek to be indemnified pursuant to Section 9.2(a)(i) exceeds $50,000 (the “Threshold”)3,500,000, at which time Parent and the Seller Surviving Corporation shall indemnify the Buyer Indemnified Parties be entitled to indemnification for the full amount of all Losses in respect excess of such claims from and including the first dollar of all such Losses but amount, subject to the other limitation contained herein; provided, however, limitations set forth in this ARTICLE IX. (c) From and after the time that the Threshold shall not apply claims made by Parent and the Surviving Corporation for indemnification exceed $3,500,000, no claims for indemnification may be made by Parent or the Surviving Corporation pursuant to Section 9.2(a)(i) for any individual item or series of related items where the Losses resulting from, arising out (other than Losses incurred as a result of inaccuracies or relating to breaches of the representations and warranties set forth Company Fundamental Representations) with respect to such item or series of related items (in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation thereinaggregate ) or the Covered Matters. Stock Purchase Agreement 23are less than $50,000. (iid) Notwithstanding anything to the contrary in this Agreement but subject 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 Section 6.410.5(b)) and ARTICLE X, each Seller’s liability for indemnification by means of Buyer Indemnified Parties under a reduction of the principal amount of the Promissory Note in accordance with this Agreement or otherwise, shall not exceed 50% Forty Five Million Dollars ($45,000,000), and Parent and the Surviving Corporation shall not be entitled to any indemnification under this ARTICLE IX and ARTICLE X in excess of such 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 actually received of such Losses shall be (i) increased to take into account any additional Tax cost incurred by such Seller at Indemnified Party arising from the receipt of applicable Closing indemnification payments hereunder and (ii) decreased to take into account any deduction, credit or at the first anniversary as of the date hereof (other Tax benefit actually realized by such Indemnified Party with respect to the Employeesreceipt 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) pursuant Any Indemnified Party that becomes aware of any Losses for which it seeks indemnification under this ARTICLE IX shall be required to this Agreementuse commercially reasonable efforts to mitigate such Losses, except for 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 Indemnified Party shall be entitled to recover the amount of any Losses resulting from the 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 representations set forth in Article II and in Sections 3.1 (Organization; Power)generality of the foregoing, 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding no Indemnified Party shall be able to recover any materiality limitation therein), Loss for which each Seller’s liability for it is otherwise entitled to indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of if such Loss has already been taken into account in determining the amount actually received by such Seller at the applicable Closing Net Working Capital pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementSection 2.6. (iiii) Recovery under this Article VIII shall constitute Except for claims for injunctive and other equitable relief, the sole and exclusive remedy of any Indemnified Party for money damages for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related matters relating to this AgreementAgreement or the consummation of the transactions contemplated hereby shall be the rights to indemnification set forth in this ARTICLE IX. For purposes No officer, director, manager, employee, Affiliate, advisor or other representative of clarity, nothing the Company or any of its Subsidiaries shall have any Liability under or with respect to this Agreement solely in their capacity as such. (j) No party shall be entitled to 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). (k) The limitations on indemnification contained in this Section 9.3 shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementnot apply in the case of fraud or willful misconduct of the Indemnifying Party.

Limitations. (ia) No The amount of any Losses for which either Seller or Buyer, as the case may be, is liable under this SECTION 8 shall be payable reduced by the amount of any insurance proceeds actually paid to a Buyer the Indemnified Party hereunder in satisfaction (as defined herein) less any costs and expenses, including any deductibles, costs of recovery and insurance premium increases directly attributable to such Losses. The Indemnified Party is not obligated to pursue recovery under any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 insurance policy. (the “Threshold”b) Subject to Section 8.4(d), at which time the Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 8.2(a) for the full an aggregate amount of all Losses exceeding [***] (other than for breaches of the Fundamental Representations of Seller). Seller shall not be required to indemnify any Person under Section 8.2(a) for an aggregate amount of Losses exceeding the Purchase Price actually paid to Seller under this Agreement for breaches of the Seller Fundamental Representations. Subject to Section 8.4(d), Buyer shall not be required to indemnify any Person for an aggregate amount of Losses exceeding the Purchase Price actually paid to Seller. Seller shall not be required to indemnify any Person for any Losses pursuant to Section 8.2(a) (other than with respect to the Fundamental Representations of Seller) until the aggregate amount of the Buyer Indemnified Parties Losses exceed [***] (the “Basket”), after which the Buyer Indemnified Parties shall be entitled to recover in respect of such claims from and including the first dollar of accordance with this Agreement all such Losses but subject exceeding the Basket. (c) Subject to Section 8.4(d), the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this SECTION 8 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 Third Party claims relating to the other limitation contained herein; providedTransferred Assets, howeverAssumed Liabilities or Excluded Liabilities. (d) Notwithstanding anything herein to the contrary, nothing in this SECTION 8 shall limit any remedy that a Buyer Indemnified Party or Seller Indemnified Party, as applicable, may have against any Person for Fraud, Willful Breach or in accordance with Section 9.13. (e) Notwithstanding anything herein to the Threshold contrary, the Parties acknowledge and agree that any and all due diligence conducted with respect to the transaction, the Transferred Assets or the Business shall not apply in any way limit the rights of the Seller Indemnified Parties or the Buyer Indemnified Parties to any make a claim for indemnification hereunder. (f) For purposes of determining (i) whether a breach of a representation or warranty exists for purposes of this SECTION 8 or (ii) the amount of Losses resulting fromarising from a breach for which a Buyer Indemnified Party is entitled to indemnification under this SECTION 8, arising out of or relating to breaches of all qualifications contained in the representations and warranties set forth of Buyer contained in the Fundamental Representations, this Agreement that are based on materiality (including all usages of “material” or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation thereinsimilar qualifiers) or the Covered Matters. Stock Purchase Agreement 23will be disregarded. (iig) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except Seller shall have no indemnification obligation for (i) Losses any Taxes of the Business or Transferred Assets resulting from any action taken by Buyer or its Affiliates after the breach Closing on the Closing Date outside the Ordinary Course of Business in respect of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received Business or Transferred Assets unless otherwise expressly contemplated by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (a) The Sellers and Stockholders shall be obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) arising out of, resulting from or otherwise relating to any of the events described in clause (i) No of Section 13.1 only to the extent that the aggregate amount of such Losses exceeds One Million Dollars ($1,000,000). The Purchasers and JAKKS shall be payable obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a Buyer Indemnified Party hereunder claim for indemnity hereunder) arising out of, resulting from or otherwise relating to any of the events described in satisfaction clause (i) of any claim unless and until Section 13.2 only to the extent that the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject exceeds One Million Dollars ($1,000,000). (b) In no event shall the aggregate indemnification liability of Sellers and Stockholders pursuant to the other limitation contained hereinSection 13.1 exceed Twenty-Five Million Dollars ($25,000,000); provided, however, that the Threshold such limitation shall not apply to (i) any Losses resulting frominaccuracy, arising out misrepresentation or breach of or relating to breaches of the their respective representations and warranties set forth in the Fundamental RepresentationsSections 3.2 and 4.1(b) of this Agreement, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything any obligation to indemnify for Losses resulting from intentional misrepresentation or fraud or (iii) Losses arising out of, resulting from or otherwise relating to the contrary in this Agreement but subject Excluded Assets or Excluded Liabilities. In no event shall the aggregate indemnification liability of the Purchasers and JAKKS pursuant to Section 6.413.2 exceed Twenty-Five Million Dollars ($25,000,000); provided, each Seller’s liability however, that such limitation shall not apply to (i) any inaccuracy, misrepresentation or breach of their respective representations and warranties in Section 5.1 of this Agreement, (ii) any obligation to indemnify for Losses resulting from intentional misrepresentation or fraud or (iii) Losses arising out of, resulting from or otherwise relating to the Assumed Obligations. (c) The amount of any Losses for which indemnification of Buyer Indemnified Parties is provided under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) whether pursuant to this Agreement, except for (iArticle 13 or otherwise) Losses resulting from shall be limited to the breach net after-tax effect of actual damages and shall be reduced by the amount of any insurance proceeds received by the Indemnified Party pursuant to any insurance policy as a result of the representations set forth Losses giving rise to such indemnification payment. Notwithstanding anything herein to the contrary, in Article II and the absence of intentional misrepresentation or fraud no party shall be held liable for consequential, special or punitive damages. In no event shall any Loss include any item arising from a liability included in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (the calculation of Closing Net Working Capital in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementaccordance with Section 2.4 hereof. (iiid) Recovery under this Article VIII shall constitute In the sole and exclusive remedy for event of any breach of any representation, warranty, covenant, covenant or agreement contained in this Agreement, the schedules and exhibits hereto or in the Related Documents, other than the right to bring an action for intentional misrepresentation or fraud, the sole and exclusive right and remedy of the parties hereto for money damages shall be a claim for indemnification (i) pursuant to this Article 13 and/or (ii) as provided by the specific covenant or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementagreement at issue.

Limitations. (ia) No amount Party shall be payable required to indemnify any other Party under this Article 10 unless written notice of a Buyer Indemnified claim under this Article 10 was given by the Party hereunder seeking indemnification within fifteen (15) days after the end of the period specified in satisfaction of any claim unless and Section 10.4. (b) No Party may seek indemnification under Section 10.2(a) or 10.3 until the aggregate Losses for amount of claims against that the Party seeking indemnification (a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($50,000 (the “Threshold”30,000.00), at after which time the Seller Claimant shall indemnify be entitled to recover, and the Buyer Indemnified Parties Indemnitor(s) shall be obligated for, all losses, costs, liabilities, damages and expenses for Claimant in excess of the full amount of all Losses in respect first Thirty Thousand Dollars ($30,000.00) of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinlosses; provided, however, that the Threshold this deductible shall not apply to any Losses resulting fromclaims under Section 10.2(b). (c) In addition to the foregoing, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company, Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or obligation to indemnify the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Selling Parties under this Agreement Section 10.3, shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as equal to number of the date hereof (with respect to the Employees) Exchange Shares issued pursuant to this Agreement, except for (i) Losses resulting from multiplied by the breach per share book value of the representations shares of stock of Buyer’s subsidiary, FinWise Bank, as set forth on the most recent Call Report filed by FinWise Bank prior to the Closing (the “FinWise Book Value”). Notwithstanding the foregoing, Buyer agrees not to seek indemnification from an Exchangor who, at Closing, owned less than 5% of the Company in Article II and in Sections 3.1 an amount not to exceed that value of the number of Exchange Shares received by such individual Exchangor multiplied by the FinWise Book Value. (Organization; Powerd) Further, the obligation of any individual Exchangor to indemnify Buyer under Section 10.2(b), 3.2 (Authorization)and the Buyer’s obligation to indemnify an individual Exchangor, 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually equal to the number of Exchange Shares received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from Exchangor multiplied by the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this AgreementFinWise Book Value. For purposes of claritySection 10.6 (c) and (d), nothing in this any entity that is a Seller and its Beneficial Owner(s) shall be treated as a single Exchangor. (e) In calculating the amount of losses to the Buyer or the Selling Parties under Section 10.2 and Section 10.3 such losses shall limit Buyer’s right to seek equitable relief be reduced by any recovery from any third party (including an injunctioninsurance proceeds) as a result of the facts or circumstances giving rise to enforce its obligations under this Agreementthe losses.

Limitations. (i) No amount shall be payable Other than Article VII Damages arising with respect to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth of the Stockholders in Section 3.17(b) and the covenant of the Stockholders in Section 5.6 (hereafter referred to as the "Unlimited Damages"), neither the Stockholders nor the Buyer, as the case may be, will be obligated to indemnify, defend or hold the other party harmless with respect to any Article VII Damages asserted by it until such damages exceed the sum of $50,000 in the Fundamental Representationsaggregate (the "Threshold"), or and then indemnification shall be to the related sections and subsections extent of all Article VII Damages above the Threshold amount. In determining the Threshold, there should be included, with respect to the Stockholders' obligations hereunder, all damages under Article VI of the Company’s disclosure schedules provided in connection herewith WSB Stock Agreement (in each case disregarding any materiality limitation other than Unlimited Damages as defined therein) or and all damages under Article VII of the Covered MattersEnterprises Asset Agreement (other than Unlimited Damages as defined therein) suffered by the Buyer (collectively, along with the Article VII damages hereunder, other than Unlimited Damages, hereinafter referred to as the "Buyer's Aggregate Damages"). In no event shall the Buyer's Aggregate Damages exclusive of the Unlimited Damages under this Article, Article VI of the WSB Stock Purchase Agreement 23 and Article VII of the Enterprises Asset Agreement for purposes of indemnification of the Buyer exceed a limit (the "Damages Limit") of $3,000,000 (the "Cash Portion") plus the shares of Common Stock of the Buyer and options to purchase shares of Common Stock of the Buyer issued to the Stockholders (such shares and options collectively referred to as the "Equity Portion of the Damages Limit"). Buyer and the Stockholders agree that (i) all Unlimited Damages shall be paid in cash; (ii) Notwithstanding anything payment of the Buyer's Aggregate Damages shall be first made in cash up to the contrary Cash Portion and then in Equity and (iii) payment of the Buyer's Aggregate Damages shall be sought first from the Stockholders and then Enterprises and the stockholders parties to the Enterprises Asset Agreement before Buyer requires payment from the stockholder of WSB of Buyer's Aggregate Damages with the cash payments of Buyer's Aggregate Damages pursuant to this Agreement but subject and the Enterprises Asset Agreement to Section 6.4, each Seller’s liability for indemnification of be credited to the Buyer's Aggregate Damages. In no event shall Buyer Indemnified Parties under this Agreement shall not exceed 50% require payment of the amount actually received by such Seller Equity Portion of the Damages Limit from the ESOP Plan and Trust, WS Senior or ▇▇▇▇▇▇▇ ▇▇▇▇. For the purposes of this Section 7.6, shares of Common Stock of the Buyer shall be valued at the applicable Closing average of the closing sales price of a share of Common Stock for the sixty day period immediately preceding the date the amount of indemnification is conclusively determined hereunder on the National Market System of the National Association of Securities Dealers Automated Quotation Systems ("NASDAQ") or at if the first anniversary Common Stock is then listed on one or more national stock exchanges, the closing sales price for such sixty day period on the exchange with largest number of issuers whose shares are listed thereon. If the shares are not then listed on NASDAQ or an exchange, the value shall be the average of the high bid and low asked price for such sixty day period for the shares on the over-the-counter Bulletin Board maintained by the NASD. The value of the Options or Additional Options as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% conclusive determination of the amount actually received to be indemnified shall be determined by such Seller at an investment banker with experience in valuing options mutually designated by the applicable Closing pursuant to this Agreement, Indemnified Party or Parties and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementIndemnifying Party or Parties. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount Notwithstanding anything to the contrary herein, the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall be payable not exceed the product of the aggregate Escrow Shares multiplied by the Buyer Stock Price; PROVIDED THAT for claims pursuant to Section 6.1 relating to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches breach of the representations and warranties set forth in Sections 2.1 (Organization, Qualification and Corporate Power), 2.2 (Capitalization), 2.3 (Authorization of Transaction), 2.5 (Subsidiaries), 2.9 (Tax Matters), 2.13 (Intellectual Property), 2.17 (Powers of Attorney) and 2.23 (Environmental Matters) (and the Fundamental Representations, or the related sections and subsections portion of the Company’s disclosure schedules provided Company Certificate relating thereto) and the indemnification commitment stated in connection herewith Section 6.1(b), the aggregate liability of the Indemnifying Stockholders for Damages shall not exceed the product of the aggregate Merger Shares actually delivered to the Company Stockholders (treating Escrow Shares delivered to the Escrow Agent as being actually delivered to the Company Stockholders), including shares the Buyer is obligated to issue pursuant to vested options at the Effective Time, multiplied by the Buyer Stock Price. The Buyer shall not attempt to collect any Damages directly from the Indemnifying Stockholders unless and to the extent that the Damages exceed the aggregate value of the product of the remaining Escrow Shares held in each case disregarding any materiality limitation therein) or escrow pursuant to the Covered Matters. Escrow Agreement multiplied by the Buyer Stock Purchase Agreement 23Price. (iia) Notwithstanding anything in this Article VI to the contrary contrary, the Indemnifying Stockholders shall be liable hereunder only if and to the extent the aggregate amount of all Damages hereunder exceed $200,000 (i.e. if the total amount of such damages exceeds $200,000 then the Indemnifying Party is only liable for the amount that exceeds $200,000); PROVIDED, HOWEVER that any costs and expenses (including legal fees and expenses) incurred in connection with this Agreement but and the transactions contemplated hereby which pursuant to Section 4.8 are to be paid from the Escrow Amount shall not be subject to this Section 6.46.4(a) limitation and shall be collectible in full from the Escrow Amount; provided further, each Seller’s liability for that any costs and expenses (including legal fees and expenses incurred in connection with the indemnification commitment stated in Section 6.1(b) shall not be subject to this Section 6.4(a) limitation. (b) Except with respect to claims based on fraud, willful misconduct or gross negligence, from and after the Closing the rights of Buyer the Indemnified Parties under this Agreement Article VI shall not exceed 50% of be the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (exclusive procedure with respect to the Employees) pursuant to this Agreement, except for (i) Losses claims resulting from the or relating to any misrepresentation, breach of the representations set forth warranty or failure to perform any covenant or agreement contained in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iiic) Recovery under this Article VIII No Indemnifying Stockholder shall constitute have any right of contribution against the sole and exclusive remedy for Company or the Surviving Corporation with respect to any breach by the Company of any representationof its representations, warrantywarranties, covenant, covenants or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementagreements.

Limitations. The parties agree that (ia) No amount Seller's ------------- warranties and representations contained in this Agreement and in any document executed by Seller pursuant to this Agreement shall survive Buyer's purchase of the Property only for a period of 12 months after the Closing Date (the "Limitation Period"), (b) Seller shall have no liability to Buyer for any matters disclosed to Buyer in the Due Diligence Materials or any other due diligence materials procured by Buyer in connection with its review of the Property, (c) Seller's aggregate liability for claims arising out of such representations and warranties shall not exceed $500,000 in the aggregate, and (d) Buyer shall provide actual written notice to Seller prior to the expiration of the Limitation Period of any breach of such applicable warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period, so long as such cure has been commenced within such 30 days and diligently pursued to completion within 90 days. If Seller fails to cure such breach after written notice and within such cure period, Buyer's sole remedies shall be payable to either an action at law for damages or, assuming the character of the breach meets the requirements for such a Buyer Indemnified Party hereunder in satisfaction remedy, rescission, as a consequence thereof, either of any claim unless and until which remedies must be commenced, if at all, within the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinLimitation Period; provided, however, that if within the Threshold Limitation --------- Period Buyer gives Seller written notice of such a breach and Seller gives Buyer written notice of its commencement of a cure and thereafter terminates such cure effort by giving written notice to Buyer of such termination, Buyer shall not have an additional 30 days from the date of such termination (and the Limitation Period shall be deemed extended for such additional 30-day period) within which to commence an action at law for damages or a suit for rescission as a consequence of Seller's failure to cure. The Limitation Period referred to herein shall apply to any Losses resulting from, arising out of or relating to known as well as unknown breaches of the representations and such warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementrepresentations. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. Notwithstanding anything herein to the contrary, Seller shall not incur, and shall have no obligation to the Buyer Indemnitees under this Agreement or in connection with the transactions contemplated hereby with respect to, any Liability unless written notice of such Liability is provided to Seller within 12 months after Closing. (ia) No amount The Buyer Indemnitees shall not be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of assert any claim unless and right to indemnification pursuant to Section 12.04 until the aggregate Losses for a claim or series amount of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 all Liabilities actually suffered by the Buyer Indemnitees in connection therewith exceeds 1.0% of the Purchase Price (the “ThresholdIndemnity Deductible”) and then only to the extent such Liabilities exceed, in the aggregate, the Indemnity Deductible (it being agreed that such Indemnity Deductible shall be a true deductible), at which time the . (b) In no event shall Seller shall ever be required to indemnify the Buyer Indemnified Parties Indemnitees for Liabilities under Section 12.04 exceeding, in the full amount aggregate, 30% of the Purchase Price; and Buyer (on its own behalf and on behalf of the other Buyer Indemnitees) waives, releases and forever discharges Seller from any and all Losses under Section 12.04 in respect excess of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold this aggregate amount. (c) Seller shall not apply have any liability for any indemnification under Section 12.04 with respect to any Losses resulting from, arising out breach by Seller of any representation or relating to breaches of the representations and warranties warranty set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation thereinSection 6.01(i) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject extent attributable to any Production Tax allocable to Buyer under Section 6.42.04, each Seller’s liability except for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing any penalties, interest or at the first anniversary as of the date hereof (additions to Tax imposed with respect to the Employeessuch Production Tax by a Governmental Authority as a result of such breach. Section 12.06 Negligence and Fault. THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 7.01, SECTION 12.02, Section 12.03 AND SECTION 12.04) pursuant to this AgreementSHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, except for RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (iA) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 STRICT LIABILITY, (Organization; Power)B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE OR BY A PRE-EXISTING CONDITION, 3.2 OR (Authorization)C) THE SOLE, 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementCONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The obligations of Elekom or any Preferred Shareholder to indemnify any SFI Indemnitees pursuant to Article IX of the Merger Agreement shall accrue only after and to the extent the aggregate dollar amount of Losses incurred by an Indemnified Party for all matters indemnifiable thereunder exceeds One Hundred Thousand Dollars (US $100,000) (the "Basket"), and then Indemnitors shall be only liable for such Losses in excess of $100,000. In addition, no single Loss in an amount of less than $10,000 may be applied to the Basket until such threshold amount is reached, and thereafter, single claims of less than $10,000 must be aggregated so that no claim is made for an amount of less than $10,000 singly or in the aggregate. The obligations of the Indemnitors to indemnify the SFI Indemnitees under this Agreement shall not exceed the $2,500,000 placed in escrow hereunder for claims for indemnification other than (a) IP Claims, which are addressed below, or (b) claims for indemnification related to a breach of the representations contained in Section 2.1 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate maximum liability of the Indemnitors, for IP Claims shall not exceed (i) No Twelve Million Five Hundred Thousand Dollars ($12,500,000) for any IP Claims plus the remaining amount shall of the Escrow Funds and no IP Claims may be payable to a Buyer Indemnified Party hereunder in satisfaction made after the expiration of the one (1) year period following the Closing Date of the Merger. This Agreement and Article IX of the Merger Agreement set forth the sole and exclusive remedy of an SFI Indemnitee for breaches of any claim unless representation, warranty, or covenant under the Merger Agreement absent fraud or securities law violations. The maximum liability for claims for breach of the representation and until warranty in Section 2.1 in the Merger Agreement is the purchase price (cash paid by SFI to Elekom's Shareholders at closing of the Merger plus the market value of the shares transferred by SFI at closing of the Merger to the Elekom's Shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds pursuant to this Agreement, further reduced by the aggregate Losses amount paid by Elekom and the Preferred Shareholders in connection with all claims for a claim breach of the representations and warranties made under Sections 2.14, 2.19, and 2.23(b) of the Merger Agreement. The maximum liability for claims for breach of the representations or series warranties in Sections 2.19, and 2.23(b) of like claims that are paid, incurred, sustained or accrued the Merger Agreement is equal or exceed $50,000 to the purchase price (cash paid by SFI to Elekom's shareholders at closing plus the “Threshold”market value of the shares transferred by SFI at Closing to the Elekom's shareholders), at which time minus the Seller shall indemnify the Buyer Indemnified Parties for the full amount of the cash transferred to SFI from the Escrow Funds, further reduced by the aggregate amount paid by Elekom and Preferred Shareholders in connection with all Losses claims for breach of the representations and warranties made under Sections 2.1 or 2.14. Notwithstanding anything in respect this Agreement to the contrary, no Preferred Shareholders will have any liability for any claim that the Software infringes the rights of a third party to the extent the claims arise from modification of the Software by SFI after the Closing of the Merger or to the extent the infringement claim arises out of a combination of the Software with a program, product or material not transferred to SFI's subsidiary as of the Closing of the Merger. In no event (except as specifically provided below) will any Preferred Shareholder have any liability for indirect, incidental, exemplary, or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data or other business information) or cover arising under the Merger Agreement, even if the Preferred Shareholder has been advised of the possibility of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereindamages; provided, however, that although this sentence excludes claims for the Threshold shall lost profits, it does not apply limit the liability of any Preferred Shareholder hereunder to any Losses resulting froman SFI Indemnitee for indirect, arising out incidental, exemplary or consequential damages to the extent such damages, including lost profits, are included in a claim by a third party against the SFI Indemnitee or arise as a result of such third party claim that the Software is infringing, or relating to breaches claim of the representations and warranties set forth ownership rights in the Fundamental RepresentationsSoftware (excluding Third Party Software), and to the extent indemnification under the Merger Agreement covers such third party claims. Notwithstanding the foregoing, an SFI Indemnitee shall have the right to recover for direct out-of-pocket expenses, including its direct, demonstrable internal costs (without overhead) and/or external costs paid by such SFI Indemnitee to remediate any Loss, whether or the related sections and subsections of the Company’s disclosure schedules provided not such Loss arises in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementa Third Party Claim. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. Notwithstanding the provisions of Section 1.2 above, HNC shall not be obligated to effect any such registration, qualification or compliance of Registrable Securities pursuant to this Agreement, or the Holders shall not be entitled to sell Registrable Securities pursuant to the registration statement, as applicable: (ia) No amount if Form S-3 is not then available for such offering by the Holders; (b) if HNC shall furnish to the Holders a certificate signed by the President of HNC stating that, in the good faith judgment of the Board of Directors of HNC, it would be payable seriously detrimental to HNC and its stockholders for such Permitted Window to be in effect at such time, due, for example, to the existence of a Buyer Indemnified Party hereunder material development or potential material development involving HNC which HNC would be obligated to disclose in satisfaction the prospectus contained in the Shelf Registration, which disclosure would, in the good faith judgment of any claim unless the Board of Directors of HNC, be premature or otherwise inadvisable at such time or would have a material adverse affect upon HNC and until its shareholders, in which event HNC will have the aggregate Losses right to defer a Permitted Window for a claim period of not more than sixty (60) days after receipt of a Notice of Resale from the Holder or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject Holders pursuant to the other limitation contained hereinthis Section 1.2; provided, however, that HNC may so postpone a Permitted Window no more than two (2) times per calendar year during each of the Threshold 1997 and 1998 calendar years (and not more than once for each six (6) month period that the Effectiveness Period is extended pursuant to the following proviso) and provided further, that if HNC so postpones a Permitted Window, the Effectiveness Period of the Shelf Registration shall be extended by a period of time equal to the period of postponement (subject to the provisions of Sections 1.4 and 1.10 below). If HNC defers a Permitted Window as provided herein and the Holders withdraw their Notice of Resale, then such withdrawal shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary count as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementa Permitted Window. (iiic) Recovery if HNC is acquired and its Common Stock ceases to be publicly traded and in such acquisition of HNC the Holders receive, in exchange for the Registrable Securities then held by them, cash and/or securities that are registered under the 1933 Act or that may be traded without restriction on transfer imposed by the 1933 Act, other than the restrictions on transfer under paragraphs (c), (e), (f) and (g) of Rule 144 promulgated under the 1933 Act, as such Rule is in effect on the date of this Article VIII shall constitute Agreement; (d) in any particular jurisdiction in which HNC would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless HNC is already subject to service of process in such jurisdiction; or (e) if the sole and exclusive remedy for any breach SEC refuses to declare such registration effective due to the participation of any representation, warranty, covenant, or agreement pursuant to or particular Holder in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief such registration (including an injunction) to enforce its obligations under this Agreementunless such Holder withdraws all such Holder's Registrable Securities from such registration statement).

Limitations. (a) The total Liability of the Sellers to the FID Indemnified Parties for Damages under this Section 9 shall not exceed the following: (i) in the case of Damages arising from Section 9.1(a)(i) (other than arising from a breach of or inaccuracy in any Fundamental Warranty), an amount equal to forty percent (40%) of the Cash Consideration actually received by the Sellers; and (ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Warranty, or Section 9.1(a)(ii), (iii), (iv) or (v), the amount equal to [one hundred percent (100%) of the Cash Consideration actually received by the Sellers]; and (iii) No amount limitation shall apply to any Liability of the Sellers for Damages arising from common law fraud or from willful breach of this Agreement by any Target Company or the Sellers. Final execution version - MPL / MP2L (b) Except for a failure of FID to pay the Cash Consideration (for which failure the total Liability of FID to the Company Indemnified Parties shall be payable the amount of such payment(s) owed plus all Damages incurred to a Buyer collect such payment(s) owed), the total Liability of FID to the Sellers Indemnified Party hereunder Parties for Damages under Section 9.1(b) shall not, in satisfaction the aggregate, exceed the Cash Consideration; provided, however, that nothing in this Agreement (including the foregoing) shall limit any Sellers Indemnified Party’s recourse against FID arising from common law fraud or from willful breach of this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, neither the FID Indemnified Parties nor the Sellers Indemnified Parties shall be entitled to recover any claim Damages under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, unless and until the aggregate Losses amount of all Damages for a claim or series which they would otherwise be entitled to indemnification under such provision exceed an amount equal to zero point five percent (0.5%) of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 the Cash Consideration actually received by the Sellers (the “Indemnity Threshold”), at which time the Seller shall indemnify the Buyer point, such Indemnified Parties for shall become entitled to be indemnified only in excess of the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinIndemnity Threshold; provided, however, that the Indemnity Threshold shall not apply to any Losses Damages related to the inaccuracy in or breach of any of the Fundamental Warranties or FID Fundamental Warranties, common law fraud or willful breach of this Agreement. (d) If any FID Indemnified Party receives an indemnification payment from the Sellers, the Sellers shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such FID Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related (other than any Damages, circumstance or matter relating to Tax); provided, however, that such right of the Sellers shall be limited to the extent of the indemnification payment received by such FID Indemnified Party. Upon reasonable written request of the Sellers and to the extent reasonably necessary to permit the Sellers to exercise its rights of subrogation hereunder, FID or the relevant Target Company shall take such actions as are reasonably necessary to assign to the Sellers any claim (or portion of a claim) either FID or such relevant Target Company has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates. (e) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2, the indemnification and other provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any Action arising out of the subject matter of this Agreement or related to the Acquisition (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies to enforce the parties’ obligations under this Agreement). Nothing in this Agreement shall limit FID’s recourse against the Sellers pursuant to the terms of any document to which any of the Sellers is a party, such as an acknowledgment and release or letter of transmittal. (f) After the Closing, the Sellers shall not have any right of contribution against FID or any Target Company, or any of their directors, officers or employees, for any breach of any warranty, covenant or agreement of any Target Company. Final execution version - MPL / MP2L (g) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 9, all of the warranties contained in this Agreement or in any certificate furnished pursuant to this Agreement that are qualified as to materiality, Target ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect or any similar qualification or standard shall be deemed to have been made without any such qualification or standard for purposes of determining the amount of Damages resulting from, arising out of or relating to breaches any such breach of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23warranties. (iih) Notwithstanding anything Any Indemnified Party shall take all commercially reasonable steps to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability mitigate Damages for which indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received may be claimed by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) them pursuant to this Agreement, except for Agreement (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding other than any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant Damages related to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any a breach of any representation, warranty, covenant, warranty resulting from fraud or agreement pursuant willful breach) upon and after becoming aware of any event that could reasonably be expected to give rise to any such Damages that are indemnifiable or recoverable hereunder in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief connection therewith (including an injunction) seeking, in a manner consistent with past practice, recovery under existing insurance policies covering such Damages to enforce its obligations under this Agreementthe extent as they would if such Damage were not subject to indemnification hereunder).

Limitations. (ia) No amount The Web Shareholders shall not be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim liable under this ARTICLE IX unless and until the aggregate Losses for a claim amount of Damages incurred or series of like claims that are paidsuffered by Indemnitees exceeds $100,000, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time point the Seller Web Shareholders shall indemnify the Buyer Indemnified Parties become liable for the full entire amount of all Losses such Damages in respect excess of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power$75,000), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of claritythe preceding sentence, nothing in no independent claims of less than $1,000 may be made; PROVIDED, HOWEVER, that all claims arising out of a common set of facts shall be aggregated for purposes of determining whether the $1,000 threshold has been met. (b) The Web Shareholders' liability under this Section ARTICLE IX shall limit Buyer’s right to seek equitable relief not exceed $850,000. (including an injunctionc) to enforce its The Web Shareholders may, at their option, satisfy their indemnification obligations under this AgreementRestated Agreement by (i) the payment of that amount of cash sufficient to satisfy such indemnification claim, but in any event not exceeding the amount set forth in SECTION 9.5(b) hereof, and subject to the provisions of SECTION 9.5(a) hereof; or (ii) the delivery of stock certificates representing that number of shares of Parent Common Stock sufficient to satisfy such indemnification claim, the value of which shall be determined in accordance with SECTION 9.5(d) hereof; PROVIDED, HOWEVER, that any stock certificates delivered in satisfaction of an indemnification claim must be delivered to Parent within three (3) business days following (as applicable) (A) the date calculated in accordance with SECTION 9.2 or SECTION 9.3 hereof, if the claim is not in dispute; (B) resolution of such indemnification claim, whether prior to or following commencement of litigation; or (C) the entry of a final and non-appealable judgment by a court of competent jurisdiction. (d) The parties hereto agree that, for purposes of valuing shares of Parent Common Stock delivered pursuant to SECTION 9.5(c) to satisfy any indemnification claims pursuant to SECTION 9.2 or SECTION 9.3, Parent Common Stock shall be valued at a price per share equal to the greater of: (A) the weighted average of the closing prices, as reported on the NYSE, of the Parent Common Stock on the twenty (20) trading days prior to the date on which the stock certificates for the Parent Common Stock are to be delivered pursuant to clause (ii) of SECTION 9.5(c), or (B) $5.50. (e) No claim for indemnification pursuant to SECTION 9.1 shall be made unless asserted by a written notice given to the Representative on or before the Report Date.

Limitations. (i) No amount shall be payable The parties' rights to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that indemnification pursuant to this Article IX are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches following limitations: (a) All of the representations and warranties contained in Articles III and IV shall survive the Closing and shall continue in full force and effect until the eighteen (18) month anniversary of the Closing Date; provided, that if at the stated expiration of any representation and warranty there shall be pending any indemnification claim by an Indemnified Party, such Indemnified Party shall continue to have the right to seek such indemnification with respect to such claim notwithstanding such expiration. All covenants set forth in this Agreement shall survive the Fundamental RepresentationsClosing without expiration. (b) Except as provided elsewhere herein, or no Purchaser Warranty Claim may be made against Seller unless and until the related sections and subsections sum of (i) the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 aggregate of all Damages with respect to Purchaser Warranty Claims plus (ii) Notwithstanding anything the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the contrary YFC Purchase Agreement shall exceed $150,000 (the "Purchaser's Threshold"), in this which case Seller shall be required to pay or be liable only for Damages in excess of the Purchaser's Threshold. (c) No Seller Warranty Claim may be made against Purchaser unless and until the sum of (i) the aggregate of all Damages with respect to Seller Warranty Claims plus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement but subject shall exceed $150,000 (the "Seller's Threshold"), in which case Purchaser shall be required to Section 6.4, each pay or be liable only for Damages in excess of the Seller’s 's Threshold. ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION (d) Seller's maximum aggregate liability to Purchaser for indemnification of Buyer Indemnified Parties under this Agreement Purchaser Warranty Claims shall not exceed 50% an amount equal to (i) $2,000,000 minus (ii) the aggregate of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (all Damages with respect to "Purchaser Warranty Claims" under the EmployeesYFC Purchase Agreement. (e) pursuant Purchaser's maximum aggregate liability to this Agreement, except Seller for Seller Warranty Claims shall not exceed an amount equal to (i) Losses resulting from $2,000,000 minus (ii) the breach aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement. (f) For purposes of this Article IX, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any tax benefit actually realized by the Indemnified Party or any Affiliate thereof by reason of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for Damage which each Seller’s liability for indemnification is the subject of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, claim and (ii) Losses resulting net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from the Covered Mattersany third party with respect thereto. If such insurance proceeds or any indemnity, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually contribution or other similar payment is received by the Indemnified Party after the date on which the Indemnifying Party has paid such Seller at indemnification claim, the applicable Closing pursuant Indemnified Party shall, no later than five (5) days after the receipt of such insurance proceeds or any indemnity, contribution or other similar payment, reimburse the Indemnifying Party in an amount equal to this Agreementsuch insurance proceeds or any indemnity, contribution or other similar payment (but in no event in an amount greater than the Damages theretofore paid to the Indemnified Party by the Indemnifying Party). (iiig) Recovery under this Article VIII shall constitute the Each party hereto hereby acknowledges and agrees that its sole and exclusive remedy for with respect to any and all post-Closing claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable Law, any and all other post-Closing rights, remedies, claims and causes of action of any kind or nature it may have against the other parties hereto arising under or based upon any Law (including any such post-Closing rights, claims or causes of action arising under or based upon common law or otherwise). Each party hereto agrees that any and all post-Closing claims by it against any other party hereto arising out of or related to the breach of any representation, warranty, covenant, covenant or agreement pursuant contained herein shall be limited exclusively to claims made in accordance with, and subject to the limitations of, this Article IX and that such party's sole remedy shall be money damages. Notwithstanding the foregoing, each party acknowledges that the covenants of Section 10.2 are of the essence of this Agreement and that money damages will be difficult to calculate and may not provide adequate compensation in connection with an actual or threatened breach of such Section and that the provision of Section 10.2 are reasonable limitations and necessary to protect the business interests of the respective parties. Accordingly, the parties agree that they each shall be entitled to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of Section 10.2 and, in addition, shall be entitled to pursue any way related allowable remedies at law or equity, including the recovery of money damages. If any provisions of Section 10.2 shall for any reason be held to this Agreementbe excessively broad as to time, duration, geographic scope, activity or subject, it shall ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION be enforceable to the maximum extent compatible with then-applicable laws. For purposes Finally, notwithstanding the provisions of clarity, nothing in this Section 9.3(g) or any other provisions contained herein to the contrary, Purchaser and Seller shall limit Buyer’s have the right to seek equitable relief specific performance of the obligations of the other under Section 2.1 in addition to any other remedies it may have for money damages or otherwise at law or in equity. (including h) Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto, after the Closing, to rescind this Agreement or any of the Transactions. (i) No party hereto shall have any liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken or not taken by any other party hereto or its Affiliates after the Closing or by Northland Holdings or its Affiliates after April 8, 2004. In no event shall any party hereto be liable for consequential or punitive damages (except for (i) consequential or punitive damages paid or payable by an injunctionIndemnified Party to a third party and (ii) penalties under any Law). Each party hereto shall take all reasonable steps to enforce its mitigate all Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages indemnifiable by any other party hereto. (j) No Indemnifying Party's liability for fraud or willful misconduct shall be limited by the provisions of this Section 9.3. No Indemnifying Party shall be liable to any Person hereunder for Damages attributable to such Person's fraud or willful misconduct. (k) Seller's liability for a breach of Section 3.9 (employee benefit matters) shall not be limited by the provisions of Section 9.3(b). (l) Notwithstanding any other provision of this Agreement, Purchaser acknowledges and agrees that it shall have no recourse to any member, manager, officer, employee or agent of Seller with respect to the indemnification obligations of Seller under this AgreementArticle IX.

Limitations. (ia) No amount shall be payable Subject to a Buyer Indemnified Party hereunder in satisfaction of Section 10.5(e), if the Closing occurs and if the DE Closing occurs, Sellers (excluding DIA if the DE Closing occurs) will have liability under this Agreement (other than with respect to any claim unless and until the aggregate Losses for a based on fraud, or any claim arising from or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of connection with or relating to breaches any of the representations and warranties set forth Excluded Liabilities or, after the DE Closing, the DIA Excluded Liabilities or the Focus DE Excluded Liabilities as described in the Fundamental Agreement and Plan of Merger, or any breach of any of the Specified Representations, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (FOCUS) – Page 57 the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), a Purchaser Indemnified Person notifies the Seller Representative of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Purchaser Indemnified Person. (b) Subject to Section 10.5(e), if the Closing occurs and if the DE Closing occurs, Purchaser will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with any of the Assumed Liabilities or, after the DE Closing, the Focus DE Assumed Liabilities or the DIA Retained Liabilities as described in the Agreement and Plan of Merger, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), the Seller Representative notifies Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by any Seller (excluding DIA if the DE Closing occurs). (c) All indemnification payments pursuant to this Article 10 shall be paid by the indemnifying party net of any net Tax benefits or insurance benefits that are actually received by the Party indemnified hereunder with respect to the claim in question (taking into account any tax or other consequences arising from the payment of the claim, the receipt of the indemnification payment, or the related sections and subsections receipt of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23insurance benefits). (iid) Notwithstanding anything to the contrary contained in this Agreement but subject Article 10, Sellers (excluding DIA if the DE Closing occurs) shall have no obligation to make any payments to any Purchaser Indemnified Person pursuant to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this 10.2 (other than from the escrow account established pursuant to the Closing Date Escrow Agreement) unless and until the escrow account established pursuant to the Closing Date Escrow Agreement shall not exceed 50% be exhausted by (i) distributions or payments made under the Closing Date Escrow Agreement, (ii) the amount of claims made by Purchaser under the Closing Date Escrow Agreement pending resolution thereunder, or (iii) any combination of the amount actually received by such Seller at matters referred to in the applicable Closing preceding clauses (i) or at the first anniversary as of the date hereof (with respect to the Employeesii). (e) pursuant to this Agreement, except Except for (i) Losses resulting from post-closing covenants contained in Section 4.4, Article 9, Article 11 or Article 12 hereof or in the breach corresponding provisions of the representations set forth in Article II Agreement and in Sections 3.1 Plan of Merger, (Organization; Power)ii) obligations pursuant to the Closing Date Escrow Agreement, 3.2 the Noncompetition Agreements, or the Right of First Refusal Agreements, and (Authorization)iii) claims based on fraud, 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation thereinas to which the limitations in Sections 10.5(a), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement 10.5(b), and 10.5(d) shall not exceed 100% of apply and as to which the amount actually received by such Seller Parties shall have all remedies available to them at law or in equity, if the applicable Closing pursuant to this Agreementoccurs and if the DE Closing occurs, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy of the parties hereto for any breach or nonperformance of any representationprovision of this Agreement or the Agreement and Plan of Merger shall be the indemnification provided by this Article 10. (f) Notwithstanding any other provision contained herein to the contrary, warranty, covenant, no Purchaser Indemnified Person or agreement pursuant Seller (excluding DIA if the DE Closing occurs) shall be entitled to indemnification under Section 10.2(a) or Section 10.3(a) for Damages arising from or in connection with a breach of a representation or warranty if such Indemnified Person had actual knowledge of such breach at any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementtime on or before the respective closing.

Limitations. (ia) No amount amounts of indemnity shall be payable to as a Buyer Indemnified Party hereunder in satisfaction result of any claim arising under Section 7.2 unless and until the aggregate Losses for a claim or series claimed thereunder, when aggregated, are in excess of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 90,000.00 (the “ThresholdDeductible”), at in which time case the Seller shall indemnify the Buyer GMRE Indemnified Parties for may recover the full aggregate amount of all Losses in respect excess of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinDeductible; provided, that the aggregate indemnity payments by all Sellers under Section 7.2 shall not exceed fifteen percent (15%) of the total amount of the Consideration payable by GMRE to the Sellers hereunder (the “Indemnity Amount”), and provided, further, that the aggregate indemnity payments by Zensun or ▇▇▇▇▇ under Section 7.2(a) shall not exceed the portion of the Consideration actually received by Zensun or ▇▇▇▇▇, as applicable. Notwithstanding the preceding provisions of this Section 7.4(a), none of the limitations set forth in this Section 7.4(a) shall be applicable with respect to any fraud or intentional misrepresentation by a Seller, or with respect to any inaccuracy in or breach of any of the Seller Fundamental Representations or with respect to any indemnification claim by any GMRE Indemnified Party under Section 7.2(b)(iv). (b) The Sellers shall, at their sole option, determine within two (2) Business Days after final determination of the amount of Losses due whether to satisfy any indemnification amounts payable by the Sellers as a result of claims arising under Section 7.2 in cash or through the release of Escrowed Shares to the GMRE Indemnified Party and will notify the applicable GMRE Indemnified Party of its determination in writing within 24 hours of making such determination. The value of any such Escrowed Shares shall be determined with reference to the volume-weighted average of the sale prices per share of GMRE Common Stock as reported on the NYSE composite transactions reporting system (or such other national securities exchange or automated quotation service on which GMRE is then listed) for each trading day during the thirty (30) consecutive trading days immediately preceding the date of final determination of the amount of such Losses due. ▇▇▇▇▇ shall be solely responsible, and shall not have any right to be reimbursed by GMRE, for the amount of any tax liability incurred by him resulting from any transfer of LTIP Units from the Escrow Account to any GMRE Indemnified Party or the cancellation or redemption thereof by any GMRE Indemnified Party, and any transfer of LTIP Units from the Escrow Account to any GMRE Indemnified Party shall not be subject to any adjustment or offset for taxes or any other purpose. GMRE shall record the release and transfer of such Escrowed Shares to the applicable GMRE Indemnified Party on the books of GMRE. ▇▇▇▇▇, as the Seller’s Representative, shall take all steps necessary to instruct the Escrow Agent to release the Escrowed Shares from the Escrow Account in accordance with the requirements of this Agreement. The Escrow Agreement shall have a term of eighteen (18) months and any Escrowed Shares remaining in the Escrow Account at the end of such term shall be released to the Sellers by the Escrow Agent in accordance with their Percentage Ownership Interests in the Shares; provided; however, that an amount equal to the Threshold lesser of (x) the amount of any outstanding indemnification claim by any GMRE Indemnified Party that has been asserted but not fully and finally resolved as of the expiration of the term of the Escrow Agreement and (y) the value of Escrowed Shares then remaining in the Escrow Account, shall not apply be reserved and continue to be held in the Escrow Account, and the term of the Escrow Agreement shall be extended, until such outstanding indemnification claim has been fully and finally resolved. Notwithstanding the foregoing, no payment, disbursal or release of any portion of the Escrowed Shares held in the Escrow Account shall in any way limit the rights of the GMRE Indemnified Parties to indemnification with respect to any Losses resulting fromother or excess claim for indemnification by any such party hereunder. (c) No amounts of indemnity shall be payable as a result of any claim arising under, arising out of based upon or relating to breaches to: (i) Section 7.3 unless and until Losses claimed thereunder, when aggregated, are in excess of the representations and warranties set forth Deductible, in which case the Fundamental Representations, or Seller Indemnified Parties may recover the related sections and subsections aggregate amount of all Losses in excess of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Deductible; (ii) Notwithstanding anything to Section 7.3 in excess of the contrary Indemnity Amount (aggregating all indemnity payments by GMRE under Section 7.3). provided, that none of the limitations set forth in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement 7.4(c) shall not exceed 50% of the amount actually received by such Seller at the be applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth fraud or intentional misrepresentation by GMRE or any inaccuracy in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any or breach of any representation, warranty, covenant, of the GMRE Fundamental Representations or agreement pursuant with respect to or in any way related to this Agreement. For purposes of clarity, nothing in this indemnification claim by any Seller Indemnified Party under Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement7.3(c).

Limitations. (a) At any time and from time to time after the Closing, the Buyer Indemnitees will be entitled to make claims against Seller in respect of Losses for which they are indemnified hereunder. (b) Notwithstanding anything herein to the contrary, the rights of the Buyer Indemnitees pursuant to this Article 4 will be subject to the following limitations: (i) No amount shall no Buyer Indemnitee will be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim indemnification pursuant to Section 4.03(a) unless and until the aggregate amount of Losses for that otherwise would be payable pursuant to Section 4.03(a) to any one or more Buyer Indemnitees exceeds on a claim or series of like claims that are paid, incurred, sustained or accrued cumulative basis an amount equal or exceed to $50,000 1,230,000 (the “Threshold”), at which time the Seller shall indemnify ) and then the Buyer Indemnified Parties for Indemnitees will be entitled to the full aggregate amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject that exceed the Threshold; (ii) the amount that the Buyer Indemnitees may recover with respect to any and all Losses (x) under Section 4.03(a) (excluding Losses that result from a breach or inaccuracy of any of the Fundamental Representations) will not exceed, in the aggregate, $6,150,000; (iii) Seller’s liability with respect to OR-WA Claims will not exceed, in the aggregate, $5,000,000, as further set forth in the Claims Management Agreement; and (iv) Seller’s liability with respect to any and all OR-WA Claims, CA Employment Claims, Former Owner Claims, Reserved Claims and Other State Employment Claims will be solely as set forth in the Claims Management Agreement, absent Seller's Knowledge of any breach of any representation under this Agreement. For illustrative purposes only, in the event that Oregon Employee X alleges previously unknown damages for discrimination arising prior to the other limitation Closing Date, and that matter is not set forth on Schedule 2.13, Buyer’s sole remedy for Seller’s failure to list Oregon Employee X’s claim on Schedule 2.13 shall be as described in the Claims Management Agreement. Anything to the contrary notwithstanding, (A) the limitations contained herein; provided, however, that the Threshold shall in Section 4.04(b)(i) and Section 4.04(b)(ii) will not apply to Losses relating to Sections 4.03(b), 4.03(c), 4.03(d), 4.03(e), 4.03(f), 4.03(g), 4.03(h), 4.03(i), 4.03(j), 4.03(k), 4.03(l), 4.03(m), 6.01(l), 6.01(iii), 6.01(oo), 6.01(uuu), or to breaches of any of the Fundamental Representations and (B) with the exception of fraud by or on behalf of Seller, the aggregate liability of Seller pursuant to this Article 4 and the Restrictive Covenant Agreement, including liability for Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in any of the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Final Aggregate Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementConsideration. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No amount Notwithstanding the aforesaid, and without derogating from the provisions of Section 9.1(c), Parent Indemnified Parties shall be payable entitled to satisfy and pay from the Escrow Account claims for each Specified Matter up to a Buyer Indemnified Party hereunder maximum of the Indemnity Escrow Amount, provided however that (i) with respect [***], the maximum liability shall not exceed the Indemnity Escrow Amount or any portion thereof remaining in satisfaction the Escrow Account at such time, which amounts shall be released in accordance with the Escrow Agreement and no later than upon expiry of any claim unless and until the aggregate Losses applicable Specified Matter Survival Period for [***] as set out in item a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 Schedule 9.1(a); (ii) for all Specified Matters in Schedule 9.1(a) other than [***] (the “ThresholdGeneral Specified Matters”)) an aggregate amount not to exceed the Indemnity Escrow Amount provided that the Maximum Remaining Escrow Amount (or any portion thereof to the extent not paid to the Parent Indemnified Parties as per the terms of the Escrow Agreement) shall be released no later than the third anniversary of the Closing. To the extent that the liability for [***] and [***] is discharged and fully paid post Closing from the funds available in the Escrow Account, at which time the amounts available for the General Specified Matters shall not exceed the Maximum Remaining Escrow Amount; and (iii) no Seller shall indemnify be liable for any Loss beyond its Pro Rata Share in respect of any Specified Matter and with respect to any amount then remaining at such time in the Buyer Indemnity Escrow Amount. It is further clarified that the Indemnity Escrow Amount, and each portion of the Specified Matter Allocations as set out hereinabove, shall serve as sole and exclusive security for such obligations of the Sellers towards the Parent Group in respect of the relevant Specified Matters. (ii) Without derogating from the provisions of Section 9.1(c) or Section 9.1(d)(i) above, (i) the maximum amount in respect of which the Parent Indemnified Parties for shall be entitled to indemnification pursuant to Section 9.1(a) above and the full amount aggregate liability of all Losses each Seller in respect of such claims from for indemnification and any other liability incurred in connection with the Agreement including the first dollar of all such Losses but subject pursuant to the other limitation contained herein; [***], shall not exceed an amount equal to the portion of the Aggregate Consideration actually received by such Seller (on an after-Tax basis) provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement any Losses hereunder, shall not exceed 50% be limited to such Seller’s Pro Rata Share of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) any Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementtherefrom, and (ii) Losses resulting from the Covered Mattersno Seller shall be responsible for, for which each Seller’s liability for indemnification of Buyer or indemnify a Parent Indemnified Parties under Party in respect of, any breach or any fraud that is committed by any other Participating Equity Holder. [***] Certain information in this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing document has been excluded pursuant to this AgreementRegulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (iii) Recovery Nothing in this Agreement shall derogate from Indemnified Parties’ obligation to use reasonable efforts to mitigate any Losses provided that a failure to mitigate any Losses shall not extinguish the right to indemnity under this Article VIII shall constitute IX but may reduce the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement amounts recoverable pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementsuch indemnity claim.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the The aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including for which any 4Front Party shall be liable pursuant to Section 10(a) shall not exceed $600,000.00 (the first dollar of all such Losses but subject to the other limitation contained herein“Cap”); provided, however, that the Threshold Cap shall not apply to any Losses resulting fromarising from any claims based on a breach of a representation in Section 6 of this Termination Agreement or any claim based on the fraud or intentional misrepresentation of any 4Front Party. Notwithstanding the foregoing, arising out of or relating to breaches the 4Front Parties will not have any liability under this Termination Agreement in excess of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections total amount of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Notes Repayment Amount. (ii) Notwithstanding anything The 4Front Parties shall have no liability in respect of their indemnification obligations under Section 10(a), and there shall be no claim for indemnification asserted by any Indemnified Party against a 4Front Party pursuant to Section 10(a), until the aggregate amount of Losses exceeds $20,000 (the “Deductible”). Once the aggregate amount of Losses exceeds the Deductible, the 4Front Parties shall be jointly and severally liable for all such Losses, subject to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations limitation set forth in Article II and in Sections 3.1 (Organization; PowerSection 10(d)(i), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement . The Deductible shall not exceed 100% apply to any Losses arising from any claims based on a breach of the amount actually received by such Seller at the applicable Closing pursuant to Section 6 of this Termination Agreement, and (ii) Losses resulting from or any claim based on the Covered Matters, for which each Seller’s liability for indemnification fraud or intentional misrepresentation of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementany 4Front Party. (iii) Recovery Losses will be calculated net of actual recoveries under insurance policies. Each Indemnified Party recognizes that it has a common law obligation to mitigate the Losses for which it is entitled to seek indemnification under this Article VIII Section 10. (iv) No Party shall constitute be liable to any other Party for (a) punitive or exemplary damages (b) any loss of profits arising out of or resulting from an anticipated, expected, projected or actual increase in profits after the sole Termination Date as compared to the historical profits of Premium before the Termination Date; and exclusive remedy (c) Losses that are not, as of the date of this Termination Agreement, the probable and reasonably foreseeable result of (i) an inaccuracy or breach by a Party of its representations and warranties under this Termination Agreement or (ii) the other matters giving rise to a claim for indemnification under this Termination Agreement, except in each case to the extent that any breach of any representation, warranty, covenant, or agreement such Losses are required to be paid to a third party pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementa third party claim.

Limitations. Notwithstanding anything in this Agreement to the contrary: (ia) No amount Seller and Parent shall not be payable under any liability or claim arising under this Agreement that shall accrue to a Buyer Indemnified Party hereunder Purchaser against Seller or Parent under Article XII hereof unless and except to the extent that (A) the liability of Seller or Parent in satisfaction respect of any claim unless and until the aggregate Losses for a individual claim or series of like related claims under Article XII hereof exceeds $15,000 (a “Relevant Claim”) and (B) the total liability of Seller or Parent in respect of all Relevant Claims under Article XII hereof exceeds $200,000 in the aggregate, it being the intent of the parties that are paid, incurred, sustained or accrued equal or exceed Seller shall have no liability in respect of the first $50,000 200,000 of Relevant Claims (the “ThresholdBasket”)) under Article XII hereof. Notwithstanding the preceding sentence, at which time Seller and Parent shall be liable in the Seller shall indemnify aggregate for 58.968898% of Company’s liability payable as a result of any judgment or settlement in accordance with the Buyer Indemnified Parties for terms hereof respecting Company’s potential liability arising out of or in connection with litigation pending as of the full amount date hereof and relating to Company’s use of all Losses in respect the temporary nurse staffing program run by the Arizona Hospital and Healthcare Association (“Health Temp Matter”) up to a total of such claims from and including the $200,000 on a first dollar basis, and shall not have the benefit of all the Basket for such Losses but subject purpose. Notwithstanding anything herein to the other limitation contained hereincontrary, Purchaser shall pay for Company’s attorneys’ fees and related costs and expenses relating to the Health Temp Matter. (b) Only Purchaser may bring an action against Seller or Parent under this Article XII. (c) Except as provided below, the maximum liability of Seller and Parent under Article XII hereof shall not exceed $3,000,000 less any amounts paid by Seller or the Parent in connection with the Health Temp Matter (the “Cap”) after the Basket has been reached, and Seller and Parent shall have no liability under Article XII hereof in excess of the Cap; provided, however, that the Threshold Cap shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representationsevent that Seller’s or Parent’s liability under Article XII hereof arises under or results from a breach of Section 5.02 or the first sentence of Section 5.03 hereof, or the related sections and subsections of the Company’s disclosure schedules for fraud, willful misconduct, or criminal violations as provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement12.08. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. Notwithstanding any other provision in this Article IX, Parent will be entitled to indemnification only to the extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article IX (i) No by construing any qualification in any representation or warranty, as to "MATERIALITY", including without limitation "material adverse effect", (other than in Sections 3.8(a), 3.8(h), 3.8(i), 3.8(j)(iii) and (iv), 3.13(f), 3.13(j), 3.14, 3.23, 3.25 and 3.27) to mean an Indemnifiable Amount equal to or greater than $15,000 and (ii) by disregarding any disclosure, in the Disclosure Schedule relating to the Scheduled Litigation) exceed $500,000 (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for be indemnified up to the full amount of all Losses in respect of such claims from and Indemnifiable Amounts including the first dollar of all such Losses but subject to the other limitation contained herein; Threshold Amount, provided, howeverfurther, that the Threshold foregoing limitations in this Section 9.4 shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the EmployeesScheduled Litigation and Parent shall be able to recover all Indemnifiable Amounts (i.e. no Threshold Amount) pursuant relating to this Agreementthe Scheduled Litigation. Notwithstanding the foregoing, except for in no event shall the Indemnifiable Amounts paid by the NextPoint Holders to Parent in satisfaction of the NextPoint Holders' indemnification obligations with respect to the Scheduled Litigation exceed the amounts set forth on Schedule 9.1. The following additional limitations shall apply to the obligations of a party hereunder to indemnify any other party: (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organizationno indemnifying party shall be liable for consequential, incidental, special or other indirect damages; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification all Indemnifiable Amounts shall be calculated net of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually any insurance proceeds received by such Seller at the applicable Closing pursuant to this Agreement. indemnified party and shall be calculated on an after-tax basis; and (iii) Recovery under this Article VIII each indemnified party shall constitute have the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant obligation to or in any way related take commercially reasonable efforts to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementmitigate the Indemnifiable Amount.

Limitations. (a) Save for fraud, no Claim shall give rise to an indemnification obligation by the Sellers under this Agreement if notice of such Claim is not made in writing, describing the Claim, the amount thereof (if known and quantifiable), and the basis thereof, to the relevant Seller(s) and the Sellers Representative (i) in respect of any Claim in connection with a breach of the Fundamental Warranties and Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, prior or on the date falling 30 Business Days following the expiration the applicable statute of limitation, (ii) in respect of any Claim in connection with a breach of the Tax Warranties, prior to or on the date which is 3 years after Closing Date, and (iii) in any other case, prior or on the date which is 18 months after Closing (the Claim Notice), provided that any Claim shall be deemed to be withdrawn 6 months after the date on which the Claim Notice was notified to the relevant Sellers and the Sellers Representative, unless legal proceedings in respect of such claim have been commenced and are being pursued with reasonable diligence. The Buyer shall notify the Claim Notice to the relevant Sellers and the Sellers Representative |EU-DOCS\31822603.17|| no later than 60 days after the Buyer or the relevant Group Company acquires knowledge that the relevant event, fact or circumstance is a basis for the Claim (or, in case the relevant Claim Notice relates to a Third-Party Claim, it shall be delivered in accordance with Section 11.4(a)), provided that any failure to so notify or any delay in notifying the Sellers Representative shall not relieve the Sellers of their obligations hereunder, except to the extent that the Sellers are actually prejudiced by such failure or delay. (b) Except for breaches of the Fundamental Warranties, Tax Warranties and Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, no Loss may be claimed under this Section 11 by the Buyer or shall be reimbursable or shall be included in calculating the Threshold Amount, other than indemnifiable Losses in excess of €25,000 resulting from any single claim or aggregated claims arising out of similar facts or circumstances. (c) No amount shall be payable to a the Buyer Indemnified Party hereunder in satisfaction of any claim Claims unless and until the aggregate amount of all indemnifiable Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 the Buyer and/or Group Companies arising therefrom exceeds €500,000 (the “Threshold”Threshold Amount), at which time the Seller Sellers shall indemnify the Buyer Indemnified Parties for all Losses from the first euro (including for the full amount avoidance of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that doubt the Threshold Amount) up to an amount not to exceed 10% of the Final Consideration actually received (the Cap), provided however that: (i) (x) the Threshold Amount shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the representations and warranties Fundamental Warranties or the Tax Warranties or Business Warranties set forth out in the Fundamental Representationsfirst sentence of paragraph (a), or paragraphs (b), (d), (f), the related sections first sentence of paragraph (g) and subsections the first sentence of paragraph (h) of Section 2.1 (Organization of the Company’s disclosure schedules provided Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, and none of such Losses shall count towards the satisfaction of the Threshold Amount and (y) the Cap shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the Fundamental Warranties and Business Warranties set out in connection herewith the first sentence of paragraph (in each case disregarding any materiality limitation thereina), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B and none of such Losses shall count towards the Covered Matters. Stock Purchase Agreement 23satisfaction of the Cap; (ii) the indemnification obligation of each Seller shall not exceed 10% of the Final Consideration actually received by such Seller for his/her/its Transferred Securities and, with respect to each Founder, his/her Free Shares 2018 (including without limitation the Escrow Amount and the Holdback Amount as the case may be), it being specified that this cap shall not apply with respect to any indemnification resulting from, arising out of or relating to breaches of the Fundamental Warranties or Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B; (iii) if a Claim is made in connection with a breach of the Tax Warranties after the Release Date, the aggregate liability of the Sellers for Losses resulting therefrom shall not exceed an amount equal to (the Additional Tax Cap): |EU-DOCS\31822603.17|| Min (Cap – X ; € 10,000,000 – Y), where: X means all sums claimed by the Buyer or, as the case may be, paid to the Buyer, under this Section 11 on or prior to the Release Date in relation to any Claims (including Claims made in connection with a breach of Tax Warranties but excluding Claims made in connection with a breach of the Fundamental Warranties); Y means all sums claimed by the Buyer or, as the case may be, paid to the Buyer, under this Section 11 on or prior to the Release Date in relation to any Claims made in connection with a breach of the Tax Warranties; For the avoidance of doubt, any Claim made in connection with a breach of the Tax Warranties before the Release Date but pending as at such date shall be subject to the Cap and not the Additional Tax Cap. (d) Except in the case of fraud, in no event shall the aggregate amount of all payments made by any Seller in satisfaction of Claims under this Section shall exceed such Seller’s pro rata portion as set out in Exhibit D of all Losses, and in no event shall the aggregate amount of all payments made by any Seller exceed the Final Consideration actually received by such Seller for his/her/its Transferred Securities and, with respect to each Founder, his/her Free Shares 2018 (including without limitation the Escrow Amount and the Holdback Amount as the case may be). (e) For the avoidance of doubt, the Buyer may give notice of any single Claim in accordance with this Section, whether or not the Threshold Amount has been exceeded at the time the notice is given. (f) The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity (i) more than once in respect of the same Loss, regardless of whether more than one Claim arises in respect of it and (ii) for any breach of the Sellers' Warranties, covenants or obligations contained herein giving rise to a Loss that is already taken into account in the post-Closing adjustment process set out in Section 3.5. (g) For the purposes of this Section 11, any Loss shall be determined without regard to any multiple, valuation factor, price earning or equivalent ratio implicit in negotiating and/or settling the Final Consideration. (h) The Sellers shall not be liable for indemnification in respect of any Loss under this Section 11 resulting directly from any action taken between the date hereof and the Closing Date, which action has been expressly authorized pursuant to Section 6.1. (i) If any Loss is recovered by a Group Company and/or by the Buyer, in whole or in part, from any third party after the payment by the Sellers to Buyer pursuant to this Section 11 in respect of such Loss, amounts so recovered as reduced by the cost incurred by the Buyer and the Group Companies to receive such amounts shall be credited to the Sellers in accordance with their pro rata portion of the payment made by them to the Buyer. Without prejudice to the foregoing, if the Sellers makes any payment in respect of any Loss pursuant to this Section 11 and the Buyer or the Group Companies could have recovered all or a portion of such Loss from a third party, the Buyer or the Group Companies shall assign to the Sellers Representative its rights to proceed against the relevant third party to the extent necessary to permit the Sellers Representative to recover from the third party the amount paid by the Sellers; provided however that this assignment of rights shall not apply against, and the Sellers shall not be entitled to recovery from, any third party who is an employee, supplier, distributor, partner, licensor of intellectual property or a customer or any of the Group Companies. |EU-DOCS\31822603.17|| (j) The Sellers shall not be obligated to indemnify the Buyer for any Tax reassessment, the only effect of which would be to shift the income or expense of one financial year to another, and that does not give rise to any additional Tax burden for the Group Companies in comparison to that which they would bear in the absence of such reassessment, except for the amount of any penalty, late payment interest or fine resulting from such reassessment and any related costs (including any treasury costs), fees and charges. The Sellers shall not be obligated to indemnify the Buyer for any value added tax liability which is recoverable by any of the Group Companies and results in no actual charge to the Group Companies. (k) Notwithstanding anything to the contrary in this Agreement but subject Agreement, the Sellers shall not be obligated to Section 6.4indemnify the Buyer for any reduction of any Tax loss carry back or carry forward, each Seller’s liability Tax credit or other Tax relief shown on any Tax Returns of any of the Group Companies and any decrease in deferred tax asset shown on any financial statements of any of the Group Companies (including as a result, as the case may be, of a Tax reassessment by the Tax authorities), except in the case where any such Tax loss carry back or carry forward, Tax credit, Tax relief or other deferred Tax asset was taken into account for the calculation of the Net Cash Amount or Net Working Capital Amount (either as such or because it gave rise to a cash Tax saving or payment which a Group Company benefited from prior to the Closing Date). For the avoidance of doubt, it is specified that the Sellers shall be obligated to indemnify the Buyer for any reduction of the French research and development tax credit (including as a result, as the case may be, of a Tax reassessment by the Tax authorities) that was either accounted for as a receivable or already cashed in by the Company on the Closing Date. (l) The Sellers shall not be held liable for indemnification in respect of Buyer Indemnified Parties under this Agreement shall not exceed 50% any Loss resulting solely from, or increased by, any voluntary action or omission on the part of the amount actually received by such Seller at the applicable Closing Buyer or at the first anniversary as any of the Group Companies after the Closing Date, including any change in the accounting principles previously applied by any of the Group Companies. (m) No indemnity will be due by the Seller to the Buyer if the Loss arises from the entry into force or the modification of a Law and/or the levy or modification of any Tax or Tax rate after the date hereof hereof, even if such change has a retroactive effect. (n) For all purposes of this Section 11, in calculating the amount of any "Loss", there shall be deducted (i) the amount of any indemnification or other recoveries (including insurance proceeds) payable to the Buyer or any of the Group Companies in connection with the facts, matters or circumstances giving rise to the right of indemnification as reduced by the cost incurred by the Buyer and the Group Companies to receive such indemnification or other recoveries and (ii) the amount of any reserve or provision with respect to such Loss recorded in the Accounts and taken into account in the Net Cash Amount or the Working Capital Amount. (o) In assessing any Loss, any Tax saving which is or will effectively be available to the Buyer or the relevant Group Company as a direct result of the accrual, incurrence or payment of any such Loss with respect to the Employeesfinancial year(s) pursuant to this Agreementwhen the said Loss is accrued, except for (i) Losses resulting incurred or paid, shall be deducted from the breach amount of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementLoss. (iiip) Recovery under this Article VIII The Buyer shall constitute use and, shall procure to the sole and exclusive remedy for any breach extent of its powers as shareholder of the Company that the Group Companies shall use, commercially reasonable endeavors to avoid or mitigate the amount of any representationLoss, warranty, covenant, or agreement pursuant to or the extent such action does not prevent the Group Companies from operating the Business in any way related to this Agreementthe ordinary course. For purposes the avoidance of claritydoubt, nothing Buyer shall not be required to cease or reduce developing, promoting, manufacturing, having manufactured, using, marketing, selling, offering for sale or importing, exporting or distributing the Group Companies’ products and services or exploiting their Intellectual Property Rights in this Section shall limit Buyer’s right order to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.mitigate Loss. |EU-DOCS\31822603.17||

Limitations. (i) No amount Notwithstanding Section 2(a), the Company shall be payable required to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereineffect no more than two Demand Registrations; provided, howeverthat the Holders shall be entitled to additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3 after the Company qualifies for Form S-3 (any Demand Registration eligible for registration on Form S-3 shall not be counted toward the two Demand Registration limit set forth in this sentence); and provided, further, that the Threshold Company shall not apply be required to effect more than one such Demand Registrations on Form S-3 in any Losses resulting fromtwelve month period and that the Company shall not be required to effect any such Demand Registration on Form S-3 if any such Demand Registration on Form S-3 shall result in an offering price to the public of less than $20 million. Notwithstanding the foregoing, arising out of or relating to breaches of a Demand Registration shall not be counted toward the representations and warranties two Demand Registration limit set forth in the Fundamental Representationsfirst sentence of this Section 2(b) if, or the related sections and subsections as a result of an exercise of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4underwriter's cut-back provisions, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed less than 50% of the amount actually received total number of Included Securities that the Series A Holders and Series B Holders have collectively requested to be included in a Demand Registration are so included. Notwithstanding the foregoing, Sagamore Hill Hub Fund Ltd. and its affiliates (collectively, "Sagamore") and the PCG Entities shall have an independent right to additional Demand Registrations that would be eligible for registration on Form S-3 after the Company qualifies for Form S-3; provided, that the Company shall not be required to effect more than one such Demand Registration requested by Sagamore or the PCG Entities, as the case may be, on Form S-3 in any twelve month period and that Sagamore or the PCG Entities, as the case may be, will pay the expenses of such Seller at registration if such registration shall result in an aggregate offering price to the applicable Closing public of less than $1 million. Any registration requested by Sagamore or at the PCG Entities pursuant to the immediately preceding sentence shall not have the effect of limiting the number of or timing of any Demand Registration requested pursuant to the first anniversary as sentence of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement2(b).

Limitations. The Indemnifying Party’s liability for all claims for indemnifiable Losses made under Section 7.2(a)(i) (each a “Claim”) shall be subject to the following limitations: (x) the Indemnifying Party shall have no liability for any individual Claim until the amount of [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the Loss finally determined to have been incurred or paid equals or exceeds $50,000 (each, a “Qualified Loss”), and (y) the Indemnifying Party shall have no liability for any Claims until the aggregate amount of the Qualified Losses finally determined to have been incurred or paid shall exceed [***] ([***]) of the Purchase Price, in which case the Indemnifying Party shall be liable for all Qualified Losses, and (z) the Indemnifying Party’s aggregate liability for all such Losses shall not exceed [***] ([***]) of the Purchase Price. None of the limitations set forth in this Section 7.3(a) shall apply in the case of any Losses or other indemnification matter based upon, arising out of, or relating to (i) No amount shall be payable intentional misrepresentations, fraud or criminal matters or (ii) any misrepresentation or breach of warranty under Section 3.1 (Organization, Qualification and Power), 3.2 (Authorization of Transaction), 3.5 (Title to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim Assets) or series of like claims that are paid3.14 (Taxes) (collectively, incurred, sustained or accrued equal or exceed $50,000 (the “ThresholdFundamental Representations”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Indemnifying Party’s aggregate liability for all such Losses resulting from, arising out from a breach of or relating to breaches any of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement Representations shall not exceed 50% the Purchase Price, inclusive of the amount any other amounts actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) paid out pursuant to this AgreementArticle VII; provided, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein)further, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes sake of clarity, nothing in this Section shall limit Buyer’s right that to seek equitable relief (including the extent Buyer is an injunction) to enforce its obligations under this AgreementIndemnified Party, Buyer may only obtain recovery for a Loss from a Claim against either Seller or Vivus Real Estate, but not both, as the Indemnifying Party.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (iia) Notwithstanding anything to the contrary contained in this Agreement but subject Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) the Seller shall be liable with respect to claims under this Article IV for only that portion of the aggregate Damages related to such claims, considered together, which exceeds [*]; (ii) the aggregate liability of the Seller for all Damages under this Article IV shall not exceed an amount equal to [*]; (iii) the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 6.41.4, and the amount of any Damages for which a Party is entitled to indemnification as provided under this Article IV shall be calculated net of any accruals, reserves or provisions therefor reflected in the Final Closing Balance Sheet; and (iv) effective as of the Closing, (A) the Buyer hereby waives (on its own behalf and that of each of its subsidiaries, including the Company) any claim the Company may have against Seller or any of its Affiliates as of the Closing Date; and (B) the Parent hereby waives (on its own behalf and that of each of its subsidiaries) any claim the Parent or any of its subsidiaries may have against the Company. In releasing claims unknown to the Parties at present, each Seller’s liability Party is waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (b) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article IV that are consequential, in the nature of lost CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. profits, diminution in the value of property, special or punitive or otherwise not actual damages. Seller and Buyer shall (and shall cause their respective Affiliates to) use reasonable commercial 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) The amount of Buyer Damages recoverable by an Indemnified Party under this Article IV with respect to an indemnity claim shall be reduced by the amount of any payment actually received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from any insurance carrier. 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 Indemnifying Party, it shall pay to the Indemnifying Party, within 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 IV with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article IV. In no event shall this Section 4.5(c) require an Indemnified Party to make any insurance claims. (d) Except with respect to claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement, or claims involving the commission of actual fraud by the Indemnifying Party, the rights of the Indemnified Parties under this Agreement Article IV and Article V shall not exceed 50% be the sole and exclusive remedies of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (Indemnified Parties and their respective Affiliates with respect to claims covered by Article IV or Article V or otherwise relating to the Employees) pursuant to transactions that are the subject of this Agreement, except for (i) Losses resulting from . Without limiting the breach generality of the representations foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. In addition, notwithstanding anything to the contrary set forth in Article II and in Sections 3.1 (Organization; Power)herein, 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy of the Buyer for any breach by the Seller of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under Section 7.3 of this Agreement shall be as provided in the Escrow Agreement. (e) To the extent any representation or warranty of the Seller in Article II is, to the knowledge of the Buyer on or prior to the Closing Date, untrue or incorrect, the Buyer shall have no rights to indemnification under this Article IV by reason of such untruth or inaccuracy.

Limitations. (ia) No amount An Indemnifying Party (as defined in Section 11.05 below) shall not be entitled to make any claim for indemnification under this Article XI with respect to the inaccuracy, misrepresentation or breach of any representation and warranty contained in this Agreement after the date on which such representation or warranty ceases to survive pursuant to Section 11.06 hereof. (b) Notwithstanding anything to the contrary contained herein, no Indemnified Party (as defined in Section 11.04 below) shall be payable entitled to a Buyer indemnification from an Indemnifying Party (as defined in Section 11.04 below) with respect to the inaccuracy, misrepresentation or breach or any representation and warranty until the losses suffered by such Indemnified Party and for which indemnification is available hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (in the “Threshold”)aggregate, at whereupon the Indemnified Party shall be entitled to claim indemnification for all losses suffered in excess of $50,000 by such Indemnified Party and for which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinindemnification is available hereunder; provided, however, that the Threshold this $50,000 threshold shall not apply be applicable with respect to the representations and warranties contained in Sections 3.03, 3.22 and 4.01. (c) Except as set forth below, the total indemnification liability of all Shareholders shall not exceed, in the aggregate, the sum of (i) $3,000,000 and (ii) the product of (x) 200,000 and (y) the average of the last reported per share trading price of Acquirer Common Stock over the 30 business day period immediately preceding the Closing Date; provided that with respect to any Losses resulting from, arising out of or relating to breaches breach of the representations and warranties set forth in Sections 3.01, 3.03, 3.04, 3.09, 3.22 and 4.01, such limitation on indemnification liability shall not apply, and instead the Fundamental Representationstotal indemnification liability of each Shareholder shall not exceed, or in the related sections and subsections aggregate, the value of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or Merger Consideration and the Covered MattersContingent Payment delivered to such Shareholder hereunder. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s The total indemnification liability for indemnification of Buyer Indemnified Parties under this Agreement Acquirer shall not exceed 50% the value of one-half of the amount actually received by such Seller at Merger Consideration on the applicable Closing or at the first anniversary as Date, plus one-half of the date hereof (value of the Contingent Payment, if any. No limitation provided in this Section 11.03, however, shall be applicable with respect to the Employees) pursuant to this Agreementany claim for fraud, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementwillful misconduct or intentional misrepresentation. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (i) No 10.3.1 The Parties have agreed that the Majority Seller's obligation to indemnify the Purchaser under this Clause 10.1.1 may only be implemented if the amount of each individual Loss or Losses arising from a single event, suffered by the Purchaser or the Warranted Companies is at least equal to EUR 30,000 in which case the Purchaser shall be payable entitled, subject to a Buyer Indemnified Party hereunder the limitations set forth in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paidthis Agreement, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties to indemnification for the full amount of such Loss (and not merely the excess) up to the Majority Seller’s Liability Cap. 10.3.2 Any indemnity payments pursuant to the Agreement shall only be payable if they exceed the threshold of EUR 535,000, which may only be called into play once and shall apply cumulatively to all claims made under Clause 10.1.1, it being specified that once the threshold is reached, all Losses in respect of such claims suffered by the Purchaser and/or the Warranted Companies shall be indemnified as from and including the first dollar euro. 10.3.3 The maximum aggregate liability of the Majority Seller for any and all such Losses but subject with respect to the other limitation matters contained herein; provided, however, that the Threshold in Clause 10.1.1 shall not apply to any Losses resulting from, arising out exceed an amount of or relating to breaches of EUR 5,535,000 (the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company“Majority Seller’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Liability Cap”). (ii) 10.3.4 Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4therein, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% none of the amount actually received limitations contained in Clauses 10.3.1 to 10.3.3 shall apply to any Loss arising from a breach by such the Majority Seller at of any Fundamental Sellers’ Warranties or as set out in Clause 10.12.5 to the applicable Closing or at the first anniversary as specific indemnification undertaking of the date hereof Majority Seller contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations): in such cases, the maximum aggregate liability of the Majority Seller for any and all Losses with respect to the Employeesmatters contained in Clause 10.1.1 including any Losses based on the Fundamental Sellers’ Warranties and the matters contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations) shall in no event exceed a maximum amount equal to the amount of that part of the Purchase Price (including the monetary equivalent of the WM Shares) it receives as consideration for the transfer of the Target Shares that it owns. 10.3.5 The Purchaser shall not be entitled to indemnification pursuant to this Clause 10 (Indemnification) to the extent that such claim: (a) occurs as a result of the coming into force of any legislation not in force at the Completion Date; or (b) occurs by reason of any change occurring after the Completion Date in the practice or standard of any Governmental Authority; or (c) occurs by reason of any event, act, occurrence or omission incurred prior to the Completion Date but at the express written request or with the express written consent of the Purchaser; or (d) arises or increases as a result of any voluntary act or omission (save for any act or omission imposed by Law, a final (exécutoire) court order, a decision of any Governmental Authority) of the Purchaser and/or the management of the Purchaser or the Warranted Companies after Completion - otherwise than in the ordinary course of business - where the Purchaser and/or such management knew that such act or omission would give rise to or increase the liability in question; or (e) such claim occurs in respect of the termination of any contract entered into by the Warranted Companies, or on their behalf, or of any contract of which they are beneficiary, when such termination is consequent upon the sale completed under the Agreement, except for subject to the provisions of Clause 5.7 (iRepayment of loans at Completion) Losses resulting from and the breach provisions of the representations set forth in Article II and in Sections 3.1 Clause 8.13.2. 10.3.6 Subject to Clause 10.9 (Organization; PowerEscrow Agreement), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) the payment of any sums with respect to a Loss shall be made in cash to the Purchaser on a USD by USD basis and 3.23 (Brokerage) (in each case disregarding shall preclude any materiality limitation therein), for which each Seller’s liability other claim for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of with respect to the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementsame event or subject matter. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount Seller shall not be payable required to a indemnify any Buyer Indemnified Party hereunder in satisfaction under Section 8.1 for breaches of any claim unless representations and warranties until the aggregate Losses for a claim Damages, individually or series of like claims that are paidin the aggregate, incurred, sustained or accrued equal or incurred by the Buyer Indemnified Parties under Section 8.1 exceed $50,000 250,000 (the “ThresholdSeller De Minimis”), at which ; it being agreed and understood that all Damages for breaches of representations and warranties incurred by Buyer shall accumulate until such time or times that such accumulated Damages incurred by the Buyer Indemnified Parties exceed the Seller De Minimis, whereupon the Buyer Indemnified Parties shall be entitled to indemnification from Seller as provided in Section 8.1 for all such Damages incurred by the Buyer Indemnified Parties in excess of the Seller De Minimis. Notwithstanding the foregoing, Seller shall not be required to indemnify the Buyer Indemnified Parties for the full any amount of all Losses Damages in respect excess of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold $3,800,000. (b) Buyer shall not apply be required to indemnify any Losses resulting from, arising out of or relating to Seller Indemnified Party under Section 8.2 for breaches of the its representations and warranties set forth until the Damages, individually or in the Fundamental Representationsaggregate, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer incurred by Seller Indemnified Parties under this Agreement Section 8.2 exceed $250,000 (the “Buyer De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Seller Indemnified Parties shall accumulate until such time or times that such accumulated Damages incurred by Seller Indemnified Parties exceed the Buyer De Minimis, whereupon the Seller Indemnified Parties shall be entitled to indemnification from Buyer as provided in Section 8.2 for all such Damages incurred by the Seller Indemnified Parties in excess of the Buyer De Minimis. Notwithstanding the foregoing, Buyer shall not exceed 50% of the amount actually received by such be required to indemnify Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach amount of Damages of any representation, warranty, covenant, or agreement pursuant kind in excess of an aggregate amount equal to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement$3,800,000.

Limitations. (ia) No amount The Purchaser shall not be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and recover under this Article XII for Losses suffered by it under Section 12.2(a)(i) until the aggregate Losses for a claim or series amount that the Purchaser Indemnitees are entitled to recover in respect of like all such claims that are paid, incurred, sustained or accrued equal or exceed exceeds $50,000 150,000 (the “Company Threshold”); provided, at which that upon such time as such Losses exceed the Seller Company Threshold, the Purchaser Indemnitees shall indemnify the Buyer Indemnified Parties for the full amount be entitled to recover in respect of all Losses and; provided, further, that the Company Threshold shall not apply with respect to Losses incurred by the Purchaser Indemnitees arising in respect of such claims from for misrepresentations and including breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first dollar sentence of all such Losses but subject Section 4.11 ;provided, however, that. (b) The Company and the Stockholders may satisfy any payment obligation arising under this Article XII by transferring to the other limitation contained appropriate Purchaser Indemnitee shares of the Purchaser’s Common Stock received hereunder on the date that such payment becomes due (such date, the “Payment Date”). When payment is made by transferring the Purchaser’s Common Stock, the shares shall be valued at their fair market value on the Payment Date. If the shares are traded on any national exchange or quoted on any Nasdaq market, the shares shall be valued at their closing price on the Payment Date; or if no closing price is reported the average of the closing offering and bid prices on the Payment Date. If the shares are not traded on a national exchange or quoted on a Nasdaq market, the Purchaser and the Company and/or the Stockholders, as the case may be, shall attempt to agree upon a fair market value as of the Determination Date for the shares within 20 days after the payment is due. If such parties are not able to agree upon a value within such 20-day period, each such party (for purposes hereof, with the Company and the Stockholders, to the extent applicable, being one party) shall, within five days after the expiration of the 20-day period referred to above, engage an accounting firm or appraiser experienced in valuing shares of private companies (an “Appraiser”), and those two Appraisers shall engage a third Appraiser. The Purchaser, the Company and Stockholders shall promptly provide all three Appraisers with any information that they request, and the three Appraisers shall attempt to agree in good faith upon a valuation within 60 days after the third Appraiser shall be selected. If the three Appraisers cannot agree upon a valuation, the value shall be the average of the individual valuations of the Appraisers. The fees and expenses of each Appraiser appointed by a party hereto shall be borne by the appointing party and the fees and expenses of the third Appraiser appointed shall be shared equally by the parties (for purposes hereof, the Company and the Stockholders shall be one party). Notwithstanding anything to the contrary herein, the liability of the Company pursuant to this Article XII shall not exceed the 24,219 shares of Purchaser’s Common Stock and the liability of the Stockholders pursuant to this Article XII shall not exceed 900,000 shares plus any shares or amounts actually received pursuant to Section 2.1(a)(iv) through 2.1(a)(vii) hereof, so that once the Company or the Stockholders, as the case may be, have transferred such shares and, in the case of the Stockholders, any such amounts, such party will have no further liability hereunder; provided, however, that with respect to claims for misrepresentations and breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the Threshold first sentence of Section 4.11, the maximum liability of the Company shall not be increased so as to include an amount equal to the Cash Portion. (c) No limitation or condition of liability provided in this Article XII shall apply to any Losses resulting from, arising out of misrepresentation or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by warranty contained herein if such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any misrepresentation or breach of any representation, warranty, covenant, warranty was made willfully or agreement pursuant with intent to or in any way related to this Agreementdeceive. For purposes of claritycalculating the amount of any Losses incurred in connection with any misrepresentation, nothing in this Section breach of warranty or nonfulfillment of any covenant or agreement, any disclosures made pursuant to Sections 7.2, 7.6 and 8.2 shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementbe disregarded.

Limitations. (ia) No amount Escrow Shares shall be payable released to a Buyer the Parent Indemnified Party hereunder in satisfaction of any claim unless and Parties from the Indemnity Escrow Fund under the Indemnity Escrow Agreement until the aggregate amount of all Losses for a claim or series as to which claims have been asserted and determined pursuant to the terms hereof and the Indemnity Escrow Agreement to be indemnifiable (aggregating all of like the claims that are paid, incurred, sustained or accrued equal or exceed against the Company Indemnifying Parties) exceeds $50,000 350,000 (the “Threshold”"Indemnification Floor"), at in which time case the Seller shall indemnify the Buyer Parent Indemnified Parties shall be entitled to be reimbursed from the Indemnity Escrow Fund for the full amount of such Losses in excess of the Indemnification Floor. Notwithstanding the foregoing, in the event that Parent or the Company pays any Company Transaction Expenses for which a final invoice was not presented to Parent at the Closing, then to the extent that Company Transaction Expenses exceed $4,000,000, the amount of such invoice shall constitute Losses for which the Parent Indemnified Parties shall be reimbursed out of the Indemnity Escrow Fund from the first dollar without regard to the Indemnification Floor; provided, however, the amount of such invoice shall not be included within Losses that are aggregated to determine if claims exceed the Indemnification Floor. Subject to and in accordance with the Indemnity Escrow Agreement, once the Indemnification Floor has been reached, the full amount of such Losses (aggregating all of the claims against the Company Indemnifying Parties) in excess of the Indemnification Floor shall be subject to indemnification and a number of Escrow Shares shall be released to Parent from the Indemnity Escrow Fund that have an aggregate value equal to the amount of all Losses in excess of the Indemnification Floor, computed, with respect to Losses attributable to each respective claim, on the basis of the last reported sale prices per share of Parent Common Stock on the Nasdaq National Market as reported in The Wall Street Journal for the 10 trading days ending on the date which is three business days immediately preceding and not including (i) that date on which such claims from and including the first dollar of all such Losses but subject claim is made pursuant to the other limitation contained hereinIndemnity Escrow Agreement, or (ii) if such claim is contested in accordance with the provisions of the Indemnity Escrow Agreement, the date on which such claim is finally resolved in accordance therewith. The amount of Losses shall be reduced by the amount of any insurance proceeds, if any (net of (i) any out-of-pocket expenses, (ii) increases in premiums or (iii) any deductibles incurred in connection with collecting such insurance proceeds), that are actually received by Parent or the Company; provided, however, that neither Parent nor the Threshold Company shall have any obligation to maintain insurance or pursue claims and Parent's or the Company's failure to pursue claims or otherwise seek reimbursement shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of reduce the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementindemnifiable hereunder. (iiib) Recovery under Except in the case of fraud, after the Closing, the indemnification provided in this Article VIII IX shall constitute be the sole and exclusive remedy for Losses available to Parent, Sub and Parent Indemnified Parties for any breach of any representation, warranty, covenantcovenant or agreement contained in this Agreement, the Company Disclosure Schedule or any agreement attached as an exhibit hereto, or agreement any certificate or schedule furnished or to be furnished to Parent or Sub pursuant hereto. In no event shall the liability of the Company Shareholders for any such breach exceed the total number of Escrow Shares in the Indemnity Escrow Fund. Any Escrow Shares that are disbursed from the Indemnity Escrow Fund in satisfaction of any claim shall be drawn pro rata from the Escrow Shares allocable to or the Company Shareholders in any way related accordance with their respective interests therein as set forth in Exhibit A to this the Indemnity Escrow Agreement. For purposes of clarity, nothing . (c) Nothing in this Section Article IX shall limit Buyer’s right the liability of the Company or the remedies available to seek equitable relief (including an injunction) to enforce its obligations under Parent and Sub for any willful breach of any representation, warranty, covenant or agreement contained in this AgreementAgreement if there is no Closing.

Limitations. (a) A Buyer Indemnified Party’s indemnification rights pursuant to Section 9.2 and a Stockholder Indemnified Party’s indemnification rights pursuant to Section 9.3, respectively, shall be limited as follows: (i) No amount Indemnified Parties shall not be payable entitled to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until indemnification pursuant to Section 9.2(a), Section 9.2(e) or Section 9.3(a) except to the extent that the aggregate dollar amount of all Losses for a claim that would otherwise be indemnifiable pursuant to Section 9.2(a) or series of like claims that are paid, incurred, sustained or accrued equal or exceed Section 9.3(a) exceeds $50,000 2,500,000 (the “ThresholdDeductible”), at which time and then only to the Seller extent that such Losses exceed the Deductible. (ii) Buyer Indemnified Parties shall indemnify not be entitled to any indemnification hereunder for any Losses (individually or in the aggregate) in excess of the deemed value of the Escrow Shares (as provided in the Escrow Agreement) and Escrow Cash constituting the Escrow Funds and the right of the Buyer Indemnified Parties to recover for all their indemnifiable Losses shall be limited solely to the full amount Escrow Shares and the Escrow Cash then remaining in escrow pursuant to the terms of all the Escrow Agreement. (iii) Stockholder Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in respect the aggregate) in excess of such claims from the value of the shares of Buyer Stock and including Escrow Cash constituting the first dollar Escrow Funds as of all the date the Escrow Funds are employed to indemnify the Stockholder Indemnified Parties for such Losses but subject and the Stockholder Indemnified Parties’ right to recover for all their indemnifiable Losses shall be limited solely to that value. (iv) All claims for indemnification by an Indemnified Party must be made on or before the other limitation contained herein; provided, however, that eighteen (18) month anniversary of the Threshold shall not apply Closing Date (except for claims by Buyer Indemnified Parties for indemnification pursuant to any Losses resulting from, arising out of or relating Section 9.2(f) and Section 9.2(g) and claims by Buyer Indemnified Parties for indemnification with respect to breaches of the representations and warranties set forth in Section 4.8, which claims must be made on or before the Fundamental Representationsfourth (4th) anniversary of the Closing Date) (the “Indemnification Cut-Off Date”). No indemnification shall be payable to an Indemnified Party with respect to claims asserted by such Indemnified Party after the applicable Indemnification Cut-Off Date, regardless of when the claim accrued or the related sections circumstances that resulted in the claim being asserted after the Indemnification Cut-Off Date. In the event a claim has been properly made on or prior to the applicable Indemnification Cut-Off Date and subsections such claim is unresolved as of such applicable Indemnification Cut-Off Date, then the Company’s disclosure schedules provided right to indemnification with respect to such claim shall remain in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23effect until such matter shall have been finally determined. (iiv) Notwithstanding anything Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 9.2(f) until the aggregate amount of indemnifiable Losses under such section exceeds $1,000,000 (“Threshold”), whereupon Buyer Indemnified Parties shall then be entitled to be indemnified for all indemnifiable Losses pursuant to Section 9.2(f), without regard to the contrary in this Agreement Threshold, but subject to Section 6.4, each Seller’s liability for the other terms of this Article IX. (b) The amount of any Losses subject to indemnification of Buyer Indemnified Parties under this Agreement Article IX shall not exceed 50% be calculated net of the amount (i) any insurance proceeds actually received by the Indemnified Party on account of such Seller at the applicable Closing or at the first anniversary as Losses under insurance policies of the date hereof (with respect Company and its Subsidiaries in effect prior to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this AgreementClosing, and (ii) Losses resulting any amounts actually recovered by the Indemnified Party under other indemnity agreements (excluding insurance policies), or from any other Person alleged to be responsible therefor, without duplication. The Indemnified Party shall take all steps as the Covered MattersIndemnifying Party may reasonably request (at the Indemnifying Party’s expense) to enforce recovery of such amounts available under such insurance coverage or other indemnity agreement. (c) No Indemnified Party shall be entitled to duplicate or multiple indemnification under this Article IX for any Loss. (d) The Surviving Corporation shall not be liable to any Stockholder Indemnified Party, whether jointly, severally, pursuant to contribution or otherwise, in respect of any matter for which each Seller’s liability for indemnification of a Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing Party may seek indemnification pursuant to this Agreement. (iiie) Recovery No Buyer Indemnified Party shall be entitled to indemnification under this Article VIII shall constitute the sole and exclusive remedy Agreement for any Loss arising from a breach of any representation, warrantywarranty or covenant set forth herein (and the amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if and to the extent such Loss was expressly taken into account in the calculation of Stockholders’ Equity (including, covenantwithout limitation, any accruals or agreement pursuant reserves relating to tax liabilities) or in any way related to this Agreement. For purposes of clarity, nothing the extent expressly included as a liability or expense on the Financial Statements (including the footnotes thereto). (f) The limitations set forth in this Section 9.4(a)(i) shall limit Buyer’s right not apply to seek equitable relief the Buyer Indemnified Parties’ indemnification rights with respect to Losses related to Taxes, including without limitation Losses pursuant to Section 9.2(a) with respect to representations and warranties set forth in Section 4.8 (including an injunctionTaxes) and Losses pursuant to enforce its obligations under this AgreementSection 9.2(f) and Section 9.2(g).

Limitations. (ia) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall not have any obligation to indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims Indemnitees from and including against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the first dollar Buyer Indemnitees have suffered Damages by reason of all such Losses but subject breaches in excess of one percent (1%) of the Purchase Price (after which point Seller will be obligated to indemnify the other limitation contained hereinBuyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed five percent (5%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, however, that the Threshold foregoing thresholds, deductibles and limitations shall not apply to any Losses resulting from, indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(c) or relating to breaches of Section 6.13(b) or the representations and warranties set forth in Sections 3.1, 3.2 and 3.9. (b) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed five percent (5%) of the Purchase Price except in the Fundamental Representationscase of fraud or intentional misrepresentation. (c) The rights of the Indemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the related sections Purchased Assets and subsections the Assumed Liabilities; provided, however, that notwithstanding any other provision of the Company’s disclosure schedules provided this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in connection herewith (in each case disregarding any materiality limitation therein) equity for fraud or the Covered Matters. Stock Purchase Agreement 23intentional misrepresentations. (iid) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or 8.2(a), and subject to the deductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement but subject to Section 6.4, and each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement certificate or document delivered pursuant hereto shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect be read without regard and without giving effect to the Employeesterm(s) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (“material” or “Material Adverse Effect” in each case disregarding any materiality limitation thereininstance where the effect of including such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount shall be payable to a The Buyer Indemnified Party hereunder in satisfaction of Parties shall not be permitted to enforce any claim unless and for indemnification pursuant to this Agreement until the aggregate Losses of all Buyer Indemnified Parties' claims for a claim or series indemnification exceed the amount of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 15,000 (the “Threshold”"Buyer Threshold Amount"), at which time . Once claims in excess of the Seller shall indemnify Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties for Parties, the full total amount of all Losses in respect of such claims from and the claims, including the first dollar Buyer Threshold Amount, may be pursued or recovered against the Sellers. (b) The Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such Losses but subject sections exceed the amount of $15,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the other limitation contained hereinSeller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches maximum liability of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability Buyer for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (iSections 6.1(b)(i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from of this Agreement shall in no event exceed Twenty Five Thousand Dollars ($25,000). Nothing in this Section 6.2(b) shall limit the Covered Matters, for which each Seller’s liability Seller Indemnified Parties' claims for indemnification of Buyer Indemnified Parties pursuant to Section 6.1(b)(iii). (c) Claims for indemnification made under this Agreement shall not exceed 100% may be made during the period from the Closing Date until the first anniversary of the amount actually received by such Seller at the applicable Closing Date; provided, however, that claims pursuant to this AgreementSection 6.1(b)(iii) may be made at any time after the Closing Date. (iiid) Recovery under The provisions of this Article VIII Six shall constitute be the sole exclusive rights and exclusive remedy for any breach remedies of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementthe Buyer and Seller.

Limitations. (ia) No amount shall be payable to a The Buyer Indemnified Party hereunder in satisfaction of Parties shall not be permitted to enforce any claim unless and for indemnification pursuant to this Agreement until the aggregate Losses of all Buyer Indemnified Parties' claims for a claim or series indemnification exceed the amount of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 25,000 (the “Threshold”"Buyer Threshold Amount"), at which time . Once claims in excess of the Seller shall indemnify Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties for Parties, the full total amount of all Losses in respect of such claims from and the claims, including the first dollar of all such Losses but subject to Buyer Threshold Amount, may be pursued or recovered against the other limitation contained hereinSellers; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out maximum liability of or relating to breaches of -------- ------- the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability Sellers for indemnification of Buyer Indemnified Parties under pursuant to this Agreement shall in no event exceed the Escrow Amount. (b) The Seller Indemnified Parties shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect be permitted to the Employees) enforce any claim for indemnification pursuant to this Agreement, except for (iSections 6.1(b)(i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from of this Agreement until the Covered Matters, for which each Seller’s liability aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such sections exceed the amount of $25,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum -------- ------- liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement shall in no event exceed Two Hundred Thousand Dollars ($200,000). Nothing in this Section 6.2(b) shall limit the Seller Indemnified Parties Parties' claims for indemnification pursuant to Section 6.1(b)(iii). (c) Claims for indemnification made under this Agreement shall not exceed 100% may be made during the period from the Closing Date until the first anniversary of the amount actually received by such Seller at the applicable Closing Date; provided, however, that claims pursuant to this AgreementSection 6.1(b)(iii) may be made -------- ------- at any time after the Closing Date. (iiid) Recovery under The provisions of this Article VIII Six shall constitute be the sole exclusive rights and exclusive remedy for any breach remedies of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementthe Buyer and Seller.

Limitations. (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (iia) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4herein, each Seller’s other than any liability for indemnification Damages relating to the Corporate Reorganization, the Redundancy Plan, Warrants, Options or any liability arising under Article VII, (i) the aggregate liability of Buyer Indemnified Parties the Indemnifying Stockholders for Damages under this Agreement Article VI shall not exceed 50% of the amount Cash Consideration and the Initial Shares, Escrow Shares and Contingent Shares actually received by such Seller issued (valued at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage$7.677 per share) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, “Indemnity Cap Amount”) and (ii) Losses resulting from the Covered Matters, Indemnifying Stockholders shall not be liable under this Article VI unless and until the aggregate Damages for which they would otherwise be liable under this Article VI exceed $50,000 (at which point the Indemnifying Stockholders shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $50,000). Notwithstanding the foregoing, in no event shall the liability of a Limited Indemnifying Stockholder under this Article VI or Article VII exceed such Limited Indemnifying Stockholder’s pro rata portion of the Indemnity Cap Amount. For purposes solely of Article VI and Article VII, all representations and warranties of the Company and the Principals in Article II (other than Sections 2.7 and 2.30) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under this Article VI shall not exceed the Indemnity Cap Amount and (ii) the Buyer shall not be liable under this Article VI unless and until the aggregate Damages for which it would otherwise be liable under this Article VI exceed $50,000 (at which point the Buyer shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $50,000. For purposes solely of this Article VI, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (c) The Escrow Agreement and the Tax Escrow Agreement are intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. However, the rights of the Buyer under this Article VI and under Article VII shall not be limited to the Escrow Shares or the Escrow Cash nor shall the Escrow Agreement or the Tax Escrow Agreement be the exclusive means for the Buyer to enforce such rights. Notwithstanding the foregoing, in the event any claim for Damages against the Indemnifying Stockholders cannot be satisfied in full by recourse to the Applicable Escrow Fund, each Seller’s liability for indemnification Indemnifying Stockholder may elect to satisfy the remaining Damages (to the extent possible) by surrender of Buyer Initial Shares or Contingent Shares (valued at $7.677 per share). (d) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 1.6(f), this Article VI, Article VII, the Escrow Agreement and the Tax Escrow Agreement shall not exceed 100% be the exclusive remedy of the amount actually received by such Seller at the applicable Closing pursuant Indemnified Parties 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. (iiie) Recovery under this Article VIII No Indemnifying Stockholder shall constitute have any right of contribution against the sole and exclusive remedy for Company or the Surviving Corporation with respect to any breach by the Company of any representationof its representations, warrantywarranties, covenant, covenants or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementagreements.

Limitations. (i) No amount The rights to indemnification in this Article 9 shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; providedfollowing limitations: (1) Any claim for indemnification under this Article 9 shall be made by giving notice under Section 9.3 to the party or parties against whom indemnification is sought. Any such notice must be given on or before May 1, however2001, that the Threshold shall not apply to except for any Losses resulting from, claims for indemnification arising out of a misrepresentation or relating to breaches breach of the representations and warranties set forth in Sections 3.11 or 3.22 which may be given at any time up to and including the third anniversary of the Closing Date. Any claim for indemnification given after such dates will have no effect. (2) Except for claims for non-payment of the Purchase Price Adjustment (if due to Purchaser) and for payments or damages related to any of the Excluded Liabilities, Seller and Parent shall not be required to indemnify Purchasers under Section 9.1 until the Purchaser Losses, individually or in the Fundamental Representationsaggregate, or as to which Purchasers would otherwise be entitled to indemnification exceed $75,000 (the related sections "Deductible"), at which point Seller and subsections Parent shall be jointly and severally liable to reimburse Purchasers for all Purchaser Losses that may arise in excess of the Company’s disclosure schedules provided in connection herewith (in each case disregarding Deductible. Neither the Deductible nor any materiality limitation therein) part of this Section 9 shall apply to any Purchaser Losses arising out of Seller's or Parent's breach of Section 2.3, 2.6 or 2.7 to the Covered Matters. Stock Purchase Agreement 23extent Purchaser has already received payment therefor. (ii3) Notwithstanding anything The aggregate amount of the Purchaser Losses for which Seller and Parent, in the aggregate, shall be liable with respect to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement and the Related Document shall not exceed 50% the Purchase Price. (4) Except for any injunctive relief to which a party may be entitled, the indemnification remedy provided in this Article 9 shall constitute the sole remedy of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (any party hereto with respect to this Agreement and the EmployeesRelated Documents. (5) Seller and Parent agree that, in addition to any other rights or remedies available to Purchaser, Purchaser may make a claim against the Escrow Account pursuant to this Agreementthe Escrow Agreement to satisfy, except for among other obligations of Seller and Parent, (i) Losses resulting from the breach any of the representations set forth in Article II obligations of Seller and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification Parent under Section 9.1 of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting any amount due from Seller in connection with the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% final determination of the amount actually received by such Seller at Closing Tangible Net Worth, the applicable Closing pursuant to this AgreementReceivables Deficiency or the Warranty Deficiency. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The obligations of Elekom or any Preferred Shareholder to indemnify any SFI Indemnitees pursuant to Article IX of the Merger Agreement shall accrue only after and to the extent the aggregate dollar amount of Losses incurred by an Indemnified Party for all matters indemnifiable thereunder exceeds One Hundred Thousand Dollars (US $100,000) (the "Basket"), and then Indemnitors shall be ------ only liable for such Losses in excess of $100,000. In addition, no single Loss in an amount of less than $10,000 may be applied to the Basket until such threshold amount is reached, and thereafter, single claims of less than $10,000 must be aggregated so that no claim is made for an amount of less than $10,000 singly or in the aggregate. The obligations of the Indemnitors to indemnify the SFI Indemnitees under this Agreement shall not exceed the $2,500,000 placed in escrow hereunder for claims for indemnification other than (a) IP Claims, which are addressed below, or (b) claims for indemnification related to a breach of the representations contained in Section 2.1 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate maximum liability of the Indemnitors, for IP Claims shall not exceed (i) No Twelve Million Five Hundred Thousand Dollars ($12,500,000) for any IP Claims plus the remaining amount shall of the Escrow Funds and no IP Claims may be payable to a Buyer Indemnified Party hereunder in satisfaction made after the expiration of the one (1) year period following the Closing Date of the Merger. This Agreement and Article IX of the Merger Agreement set forth the sole and exclusive remedy of an SFI Indemnitee for breaches of any claim unless representation, warranty, or covenant under the Merger Agreement absent fraud or securities law violations. The maximum liability for claims for breach of the representation and until warranty in Section 2.1 in the Merger Agreement is the purchase price (cash paid by SFI to Elekom's Shareholders at closing of the Merger plus the market value of the shares transferred by SFI at closing of the Merger to the Elekom's Shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds pursuant to this Agreement, further reduced by the aggregate Losses amount paid by Elekom and the Preferred Shareholders in connection with all claims for a claim breach of the representations and warranties made under Sections 2.14, 2.19, and 2.23(b) of the Merger Agreement. The maximum liability for claims for breach of the representations or series warranties in Sections 2.19, and 2.23(b) of like claims that are paid, incurred, sustained or accrued the Merger Agreement is equal or exceed $50,000 to the purchase price (cash paid by SFI to Elekom's shareholders at closing plus the “Threshold”market value of the shares transferred by SFI at Closing to the Elekom's shareholders), at which time minus the Seller shall indemnify the Buyer Indemnified Parties for the full amount of the cash transferred to SFI from the Escrow Funds, further reduced by the aggregate amount paid by Elekom and Preferred Shareholders in connection with all Losses claims for breach of the representations and warranties made under Sections 2.1 or 2.14. Notwithstanding anything in respect this Agreement to the contrary, no Preferred Shareholders will have any liability for any claim that the Software infringes the rights of a third party to the extent the claims arise from modification of the Software by SFI after the Closing of the Merger or to the extent the infringement claim arises out of a combination of the Software with a program, product or material not transferred to SFI's subsidiary as of the Closing of the Merger. In no event (except as specifically provided below) will any Preferred Shareholder have any liability for indirect, incidental, exemplary, or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data or other business information) or cover arising under the Merger Agreement, even if the Preferred Shareholder has been advised of the possibility of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereindamages; provided, however, that although this sentence excludes claims for the Threshold shall lost profits, it does not apply limit the liability of any Preferred Shareholder hereunder to any Losses resulting froman SFI Indemnitee for indirect, arising out incidental, exemplary or consequential damages to the extent such damages, including lost profits, are included in a claim by a third party against the SFI Indemnitee or arise as a result of such third party claim that the Software is infringing, or relating to breaches claim of the representations and warranties set forth ownership rights in the Fundamental RepresentationsSoftware (excluding Third Party Software), and to the extent indemnification under the Merger Agreement covers such third party claims. Notwithstanding the foregoing, an SFI Indemnitee shall have the right to recover for direct out-of-pocket expenses, including its direct, demonstrable internal costs (without overhead) and/or external costs paid by such SFI Indemnitee to remediate any Loss, whether or the related sections and subsections of the Company’s disclosure schedules provided not such Loss arises in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementa Third Party Claim. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The obligations of the Indemnifying Parties under the preceding Section 10.1 (inamely the indemnity obligations of Seller and Shareholders) shall be subject to the limitations set forth in this Section 10.3. (a) No amount claim by Buyer or its Affiliates for indemnification under this Section 10 (a “Claim”) may be brought unless written notice of such Claim is made by Buyer or its affiliates within one (1) year period described in Section 10.1, with the exception of a claim regarding the representations and warranties set forth above in Section 4.10 (“Taxes”), which may be made until the expiration of the relevant statute of limitations (in which event each provision of this Agreement on which such Claim is based shall, with respect to such Claim, survive the applicable survival period until such Claim is finally resolved and all obligations with respect thereto are fully satisfied). (b) The Indemnified Parties shall not be payable entitled to a Buyer Indemnified Party hereunder be indemnified in satisfaction respect of any claim Losses as to which Claims for indemnification are made under this Section 10, and the Indemnifying Parties shall not be obligated to provide indemnification hereunder, unless and until the aggregate amount of all Losses for a claim or series of like claims that which Claims by Indemnified Parties are paid, incurred, sustained or accrued equal or exceed made hereunder exceeds $50,000 10,000 (the “"Threshold”), at in which time event the Seller Indemnifying Parties shall be obligated to indemnify the Buyer Indemnified Parties for the full total dollar amount in excess of such Threshold of all Losses such Losses. (c) The maximum liability of the Indemnifying Parties in respect of such claims from and including Claims for indemnification under this Agreement shall be limited to $1,000,000 (the first dollar of all such Losses but subject to the other limitation contained herein“Cap”); provided, however, that (i) any Claims shall be satisfied first from the Threshold Holdback Amount as provided in Section 10.5, and only to the extent the Holdback Amount is not sufficient may such Claims be pursued directly against the Indemnifying Parties; (ii) the Cap shall not apply to any Claim for Losses resulting from, arising out of or relating to breaches of the representations asserted under Section 10.1(c); and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery the maximum indemnity liability of any individual Shareholder shall be limited to that Shareholder’s allocable pro rata percentage of the Cap based upon their respective interests as reflected on Schedule 10.4., and no Shareholder shall be liable for another Shareholder’s liability hereunder. The indemnification remedies under this Article VIII Section 10 shall constitute be the Indemnified Parties’ sole and exclusive remedy recourse for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to damages under this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Asset Purchase Agreement.

Limitations. (ia) No amount shall be payable The Selling Shareholders will have no liability for indemnification pursuant to this Article 8 as a Buyer Indemnified Party hereunder in satisfaction result of a breach of any claim unless and representation or warranty until the aggregate amount of Purchaser Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 175,000 (the “Threshold”), at which time point the Seller Selling Shareholders shall indemnify become liable for all Purchaser Losses and not just those exceeding $175,000). However, the Buyer Indemnified Parties for the full amount preceding sentence of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold this Section 8.7 shall not apply to any Losses resulting from, arising out of or relating to breaches breach of the representations and warranties contained in Article 3 or in Sections 4.1, 4.2, or 4.21, any liability associated with the matter disclosed in Schedule 4.21, or to any claims based upon fraud. (b) The Selling Shareholders will have no liability for indemnification pursuant to this Article 8 as a result of any breach of representation or warranty that arises from (i) any voluntary act or omission of the Purchaser or the Company or of any holding company or their respective successors in title after Closing otherwise than in the ordinary course of business as carried on at the date of this Agreement and otherwise than pursuant to a legally binding obligation incurred prior to the date of this Agreement, (ii) any change in the rate of taxation executed after the Closing with retroactive effect, or (iii) any legislation being introduced or amended or a judgment made the effect of which is to restate common law after the Closing. (c) If, at the time that an indemnified person notifies an indemnifying person of any claim for indemnification hereunder, such claim is contingent only, the indemnifying person shall not be under any obligation to make any payment in respect of such claim until such time as the contingent liability becomes an actual liability and is due and payable. (d) The Selling Shareholders will have no liability for indemnification pursuant to this Article 8 for breach of a representation and warranty for which liability there is a reserve on the Currant Balance Sheet, unless the amount of Purchaser Losses with respect to such claim exceeds such reserve and, in such event, the amount of Purchaser Losses with respect to such claim shall be reduced by the amount of such reserve. (e) The rights to indemnification, reimbursement or other remedy set forth in the Fundamental Representationsthis Agreement will not be affected by any investigation conducted by a party with respect to, or any knowledge acquired (or capable of being acquired) by a party about, the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) accuracy or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4inaccuracy of, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (compliance with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, covenant or agreement pursuant to obligation. (f) No limitations or indemnification contained in Article 8 shall have any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementeffect on any claim that is based on fraud.

Limitations. (a) No Parent Indemnified Person may recover any Escrow Cash in respect of (i) No amount shall be payable any individual Claim (or series of related Claims having the same subject matter basis) for indemnification made pursuant to a Buyer Indemnified Party hereunder in satisfaction of Section 11.2(a) if the Damages relating to such Claim do not exceed $200,000 (“Minimum Claim”) or (ii) any claim Minimum Claim unless and until the aggregate Losses amount of Damages that may be claimed pursuant to Section 11.2(a) for a claim or series of like claims all Minimum Claims made through that are paid, incurred, sustained or accrued equal or exceed time exceeds $50,000 3,262,500 (the “ThresholdDeductible”), at which time and once the Seller Deductible has been reached, the Parent Indemnified Person may make Minimum Claims for indemnification for all Damages in excess of the Deductible; provided, however the Minimum Claim and Deductible shall indemnify the Buyer Indemnified Parties for the full amount not apply to any Damages arising from a breach or inaccuracy of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereina Company Fundamental Representation; provided, however, that the Threshold shall for clarity, Escrow Cash will not apply be released from escrow to any Losses resulting from, arising out of or relating to breaches Parent Indemnified Person until Claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the representations Parent Indemnified Persons pursuant to this Article 11. (b) If the Merger is consummated, recovery from the Escrow Cash shall be the sole and warranties exclusive remedy under this Agreement with respect to Claims pursuant to Section 11.2(a) or (b), except in the case of a breach of a Company Fundamental Representation, Fraud by the Company under this Agreement or equitable remedies. In the case of any (i) Claims pursuant to Section 11.2(c) through Section 11.2(g) or (ii) a breach of a Fundamental Representation or Fraud by the Company under this Agreement, solely to the extent there is no remaining Escrow Cash, each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any Damages resulting therefrom, subject to the limitations set forth in this Article 11. Notwithstanding anything to the Fundamental Representationscontrary set forth in this Agreement, or the related sections and subsections no Effective Time Holder’s indemnity obligations under this Article 11 shall in any event be in excess of the Companyamount of cash such Effective Time Holder is entitled to receive pursuant to Section 2.1(b) hereof (inclusive of such Effective Time Holder’s disclosure schedules provided in connection herewith Pro Rata Share of the Escrow Cash). (c) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages as required by law. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies (in each case disregarding calculated net of any materiality limitation thereinactual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies, then the amount recovered pursuant to such existing insurance policies (up to the amount first recovered from the Escrow Cash) shall be deposited in the escrow fund or paid to the Covered MattersEffective Time Holders, as applicable, by Parent. Stock Purchase Agreement 23In addition, Damages shall exclude special, consequential, indirect, exemplary or punitive damages, (i) unless specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the case of consequential damages only, reasonably foreseeable under an objective standard. (d) All Claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (whether or not the Indemnifiable Matters that are the subject matter of such Claims are recoverable solely from the Escrow Cash) shall be satisfied, subject to the limitations of this Article 11, (i) first from the Escrow Cash and (ii) second, after exhaustion of the Escrow Cash, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the limitations set forth in this Article 11). (e) Notwithstanding anything to the contrary herein, in this Agreement the event that any Claim for Damages which are accrued but subject not yet paid or which are anticipated to Section 6.4be incurred, each Seller’s liability for indemnification paid or sustained in the future is resolved in favor of Buyer a Parent Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) Person pursuant to this AgreementArticle 11, except for no amounts shall actually be payable by the Effective Time Holders (whether from the Escrow Cash or directly by the Effective Time Holders) to such Parent Indemnified Person until after such Damages are actually incurred, paid or sustained. (f) Following the Closing, (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII 11 shall constitute the sole and exclusive remedy for recovery of money Damages by the Parent Indemnified Persons or any Affiliate thereof (including, without limitation, ▇▇▇▇▇▇) for all Indemnifiable Matters whether such legal action is based on predecessor or successor liability, contribution, tort, strict liability, breach of contract or any representationstatute, warrantyregulation or ordinance, covenant(ii) all applicable statutes of limitations or other claims periods with respect to Claims for Indemnifiable Matters shall be shortened to the applicable Claims periods and survival periods expressly set forth herein and (iii) the Parent Indemnified Persons and their respective Affiliates, including, without limitation, ▇▇▇▇▇▇, irrevocably waive any and all rights they may have to make Claims against the Effective Time Holders under statutory and common law as a result of any Damages and any and all other damages or losses incurred by the Parent Indemnified Persons and any Affiliates thereof, including, without limitation, ▇▇▇▇▇▇, with respect to this Agreement whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Article 11. (g) Except for such representations and warranties contained in Article 3, the Company Disclosure Letter and the Company Closing Certificates, each of Parent and Merger Sub acknowledges and agrees that none of the Company or its representatives nor any Effective Time Holder or other Person makes, and each of Parent, Merger Sub and any Affiliate thereof, including, without limitation, ▇▇▇▇▇▇, is not relying on, any other express, implied or statutory representation or warranty with respect to the Company or Company Business, any Effective Time Holder or otherwise, including with respect to any projections, forecasts, estimates and budgets for the Company. (h) Nothing herein shall limit the liability of an Effective Time Holder for any Fraud personally committed by such Effective Time Holder. Notwithstanding anything to the contrary set forth in this Agreement, no Effective Time Holder shall have any liability for any Fraud committed by another Effective Time Holder (provided that, for the avoidance of doubt, the foregoing limit shall not limit the liability of an Effective Time Holder pursuant to Section 11.2(d) hereof). (i) Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any Damages are taken into account as a current liability, or agreement otherwise accounted for, in determining Company Net Working Capital, or otherwise taken into account in the calculation of Total Merger Consideration, (A) no Parent Indemnified Person may recover such Damages through a Claim pursuant to Article 11 and (B) such Damages will not be included in the determination of whether all Damages, in the aggregate, exceed the Deductible and (ii) no Parent Indemnified Person may actually recover the same Damages more than once in respect of a single set of facts or circumstances under more than one representation or warranty in any way related to this Agreement. For purposes , the Company Disclosure Letter or the Company Closing Certificates regardless of clarity, nothing whether such facts or circumstances would give rise to a breach of more than one representation or warranty in this Section shall limit Buyer’s right to seek equitable relief such documents. (including an injunctionj) to enforce its obligations under Notwithstanding any other provision of this Agreement, the Effective Time Holders shall not have any liability or indemnification obligation for any Taxes of the Company (i) resulting from any election made under Section 338 of the Code with respect to the Merger, or (ii) resulting from any action taken by the Company at the direction of Parent on the Closing Date after the Closing.

Limitations. (ia) No amount Notwithstanding the provisions of Section 9.1, Buyer and the Corporation shall not be entitled to recover Damages for which Buyer or the Corporation is entitled to indemnification as a result of or arising out of matters described in Section 9.1(a) until such Damages exceed $75,000, and if such Damages exceed such amount, Buyer and the Corporation shall be payable entitled to recover all such Damages in excess of $75,000 up to the amount of 50% of the total amount of the consideration actually received by Shareholder from Buyer; PROVIDED, that Damages resulting from the breach of the representations and warranties in Section 2.3 (Title), the first sentence of Section 2.7 (Properties) and Section 2.11 (Payment of Taxes) shall not be subject to the limitations contained in this Section, but shall be limited to the amount of consideration actually received by Seller from Buyer. (b) Any proceeds from insurance or any other third party obligor paid to or on account of the Buyer or Shareholder, as the case may be, as a Buyer Indemnified Party hereunder in satisfaction direct result of any claim unless fact, event or circumstance requiring indemnity pursuant to Section 9.1 or 9.2, as the case may be, shall constitute a credit which shall be offset against the total Damage (before the application of Section 9.3(a)). Any tax benefit to such party as a result of any fact, event or circumstance requiring indemnity pursuant to Section 9.1 or 9.2 shall be offset against the total Damage (before the application of Section 9.3 (a)). (c) On the second anniversary of the Closing Date, the parties shall be released from the agreements of indemnification contained in Sections 9.1 and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses 9.2 in respect of any claims which have not been made, in writing, prior to such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereindate; provided, however, that the Threshold Shareholder shall not apply to any Losses resulting from, be released from the agreements of indemnification arising out of or relating under Section 9.1(a) with respect to breaches of the representations and warranties set forth contained in Section 2.3 (Title), the Fundamental Representationsfirst sentence of Section 2.7 (Properties) or Section 2.11 (Payment of Taxes), or breaches of covenants in this Agreement, all of which shall continue until the related sections applicable statute of limitations has expired. Notwithstanding the foregoing, all agreements of indemnification under Sections 9.1 and subsections 9.2 shall remain effective in respect of the Company’s disclosure schedules claims made in writing by giving notice as provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject prior to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth respective dates until such claims are finally determined and satisfied in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementfull. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (ia) No amount The parties shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out provisions of or relating to breaches Section 3.7 of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Letter Agreement. (iib) Notwithstanding anything to If, during the contrary in this Agreement but Exclusive Period, Forest or any of its Affiliates, licensees or sublicensees markets or sells any product (other than (1) Licensed Product, (2) SNRI product, which shall be subject to Section 6.43.7 of the Letter Agreement or (3) Forest Product, each Seller’s liability which shall be subject to Section 5.4(c)) for indemnification FMS in the Licensed Territory using any Information developed or generated in the course of Buyer Indemnified Parties under performance of this Agreement shall not exceed 50% of the amount actually received or disclosed by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect Cypress to the Employees) Forest pursuant to this Agreement, except Forest will pay Cypress a royalty of [...***...] on net sales of such product; provided that such amount may be reduced by written agreement of Cypress and Forest after good faith negotiations to account for (iany royalty payments that Forest or its licensees must make to any Third Parties with respect to such product. Such royalty shall be payable for the Exclusive Period, but in any event, the payment term shall not be less than three years, and the provisions of Section 10 with respect to payment terms shall apply to such royalty payment. This Section 5.4(b) Losses resulting shall not restrict Forest from the breach conducting clinical trials in FMS of any product being developed by Forest for neuropathic pain indications as of the representations set forth Effective Date, including without limitation, the compounds [...***...], if such clinical trials in Article II FMS are required by the FDA for the NDA submission for such product, and no royalty shall be payable pursuant to this Section 5.4(b) with respect to such product (as long as it is not a Licensed Product). (c) If, during the Exclusive Period, Forest or any of its Affiliates, licensees or sub-licensees markets or sells any product containing the compound [...***...] ("Forest Product") for FMS in Sections 3.1 (Organization; Power)the Licensed Territory, 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) Forest shall negotiate in good faith with Cypress and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), ▇▇▇▇▇▇ ▇▇▇▇▇ regarding compensation to Cypress for which each Seller’s liability for indemnification of Buyer Indemnified Parties royalty payments and milestone payments with respect to Licensed Product that would have been made under this Agreement shall during the Exclusive Period had such Forest Product not exceed 100% of been marketed or sold during the Exclusive Period and compensation to ▇▇▇▇▇▇ ▇▇▇▇▇ for royalty payments, and, if applicable, [...***...] and an amount actually received by such Seller at the applicable Closing pursuant equal to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.[...***...

Limitations. (i) No amount Subject to Section 8.2 hereof, the following provisions ----------- ----------- of this Section 7.5 shall be payable applicable after the time of the Closing: ----------- (a) An Indemnifying Party will be liable to a Buyer any Indemnified Party hereunder for Indemnified Costs only to the extent and in satisfaction of any claim unless and until the amount that the aggregate Losses for a claim amount of Indemnified Costs incurred by the MetaSolv Indemnified Parties or series of like claims that are paidthe Shareholder Indemnified Parties, incurredas the case may be, sustained or accrued equal or exceed exceeds $50,000 25,000 (the “Threshold”"Basket Amount"). After the Basket Amount is exceeded, at which time the Seller shall indemnify the Buyer MetaSolv Indemnified Parties for or the full Shareholder Indemnified Parties, as the case may be, shall be entitled to be paid the entire amount of all Losses in respect of such claims from and their Indemnified Costs including the first dollar of all such Losses but Basket Amount, subject to the other terms and conditions set forth in this Article 7. (b) For purposes of determining whether an Indemnifying Party shall be required to indemnify an Indemnified Party under this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein. (c) No Indemnifying Party shall be liable for any Indemnified Representation Costs pursuant to this Article 7 unless a written claim for indemnification in accordance with Section 7.3 or Section 7.4 is given by the ----------- ----------- Indemnified Party to the Indemnifying Party with respect thereto on or before the second anniversary of the Closing Date, except that this time limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from(i) claims for fraud pursuant to Section 8.2, arising out of or relating to (ii) ----------- claims for breaches of the representations and warranties set forth contained in Section ------- 3.18 (relating to Taxes), which representations and warranties shall survive ---- until the Fundamental Representations, or the related sections and subsections expiration of the Company’s disclosure schedules provided applicable statute of limitations or (iii) claims for breaches of the representations and warranties contained in connection herewith Section 3.3 ----------- (in each case disregarding any materiality limitation thereinrelating to capital structure), Section 3.8(b) (relating to Undisclosed -------------- Liabilities) or Section 4.1 (relating to ownership of the Covered Matters. Stock Purchase Agreement 23Company Common ----------- Shares), which representations and warranties shall survive indefinitely. (iid) Notwithstanding anything The Shareholders, and not the Company, shall be liable for any MetaSolv Indemnified Costs sustained by any MetaSolv Indemnified Parties subject to the contrary in terms, limitations and conditions of this Agreement but subject Article 7. In that event, the Shareholders shall not be entitled to Section 6.4contribution or any other payments from the Company or its subsidiaries for any MetaSolv Indemnified Costs that the Shareholders are obligated to pay. In addition, each Seller’s liability for indemnification of Buyer Indemnified Parties the Shareholders hereby waive and release any and all rights that they may have under this Agreement shall not exceed 50% or any other Transaction Document to assert claims of contribution against the amount actually received by such Seller at the applicable Closing Company or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementits subsidiaries. (iiie) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach The provisions of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section 7.5 (other than paragraph (c) ----------- hereof) shall limit Buyer’s right only be applied to seek equitable relief (including an injunction) Indemnified Representation Costs and shall not be applicable to enforce its obligations under this Agreementany other Indemnified Costs.

Limitations. (a) Neither party shall be required to indemnify or otherwise be liable to any Person with respect to any claim under this Article 10 unless notice of the claim is given (i) No amount with respect to any claim relating to title to the Assets, Taxes, obligations or liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, on or before the date that is sixty days after the expiration of the applicable statute of limitations (including all extensions thereof) and (ii) in the case of any other claim, within eighteen months after the Closing Date. (b) Seller shall not be payable required to a indemnify or otherwise be liable to any Buyer Indemnified Party hereunder in satisfaction of Parties with respect to any claim under this Article 10 unless and until the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such breaches exceed in the aggregate $200,000. (c) Buyer shall not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 unless the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches exceed in the aggregate $200,000. (d) Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such breaches (other than Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject are not entitled to indemnification pursuant to the other limitation contained herein; provided, however, provisions of this Section 10.5) exceed in the aggregate $4,000,000. (e) Buyer shall not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 to the extent that the Threshold Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches (other than Losses for which the Seller Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (f) The foregoing limitations in this Section 10.5 shall not limit (i) the right of any Buyer Indemnified Party to indemnification with respect to any claim covered by Section 10.2(d) or, except as expressly provided in Section 10.5(a), any claim relating to title to the Assets, Taxes, obligations or liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, (ii) the right of any Seller Indemnified Party to indemnification with respect to any claim covered by Section 10.3(d), or (iii) the right of any Person to be indemnified for Losses resulting from either party’s fraud. The limitations in Section 10.5(b), Section 10.5(c), Section 10.5(d), and Section 10.5(e) shall not apply to the enforcement of any covenant of either party to make any payment to the other party pursuant to any provision of this Agreement (excluding this Article 10), and payments made or required to be made pursuant to such provisions shall not be considered Losses resulting fromfor purposes of Section 10.5(b), arising out of Section 10.5(c), Section 10.5(d), or relating Section 10.5(e). (g) Buyer and Seller acknowledge and agree that any indemnification claims made by Buyer under Section 10.2(d), in addition to breaches of the representations and warranties Purchase Price reduction set forth in the Fundamental RepresentationsSection 2.5(d), shall expressly exclude any special, incidental, or the related sections and subsections consequential damages (such as lost profits) as a result of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right failure to seek equitable relief (including an injunction) to enforce its obligations under this Agreementassign any Retained Lease.

Limitations. (a) Seller and Buyer will not be permitted to recover from the other any consequential, indirect, or punitive damages arising out of or related to this Agreement **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. For the avoidance of doubt, Seller and Buyer agree that this Section 9.05(a) is not intended to contradict any agreements relating to indemnification and limitations thereon set forth in the other Transaction Documents. Any such provisions in the other Transaction Documents shall govern and control with regard to the matters contemplated by them. (b) The indemnification provided for in Section 9.02(a) shall be subject to the following terms and limitations: (i) No Seller shall not be obligated to pay an aggregate amount for indemnification under Section 9.02(a)(i) in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (ii) Seller shall be payable obligated to a pay any and all amounts for indemnification under Subsections 9.02(a)(ii) and (iii) in full without regard to the limit established by Subsection 9.05(b)(i). (c) The indemnification provided for in Section 9.03(a) shall be subject to the following terms and limitations: (i) Buyer Indemnified Party hereunder in satisfaction of shall not be obligated to pay any claim unless and amounts for indemnification under Section 9.03(a)(i) until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or actually incurred by Seller exceed $50,000 **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (the “Threshold”"Buyer Basket"), at which time the whereupon Buyer shall be obligated to pay all amounts of Losses actually incurred by Seller shall indemnify under Section 9.03(a)(i) in excess of the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but Basket, subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties limits set forth in the Fundamental Representations, or the related sections clauses (ii) and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation thereiniii) or the Covered Matters. Stock Purchase Agreement 23below. (ii) Notwithstanding anything Buyer shall not be obligated to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability pay an aggregate amount for indemnification under Section 9.03(a)(i) in excess of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (iii) Recovery Buyer shall be obligated to pay any and all amounts for indemnification under this Article VIII shall constitute Subsections 9.03(a)(ii) and (iii) in full without regard to the sole and exclusive remedy Buyer Basket or the limit established by Subsection 9.05(c)(ii). (d) In the event any Buyer's Assertion, Seller's Assertion or Claim hereunder results in a Tax benefit or is an insured loss to the indemnified Party, the indemnifying Party will be entitled to a credit against any liability thereunder in the amount by which any Taxes of the indemnified Party are reduced by reason of any deduction or adjustment allowed the indemnified Party for any breach payment, settlement or satisfaction of such claim, as well as in the amount of and to the extent of any representation, warranty, covenant, or agreement pursuant insurance proceeds that the indemnified party recovers. The indemnified party shall use commercially reasonably efforts to or in recover Losses under insurance policies and to avail itself of Tax benefits arising from any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this AgreementLosses.

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) No amount shall 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 payable to a Buyer sought hereunder of which the Indemnifying Party has received written notice from the Indemnified Party hereunder in satisfaction of any claim unless and until on or before the aggregate Losses for a claim Expiration Date or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply ii) as to any Losses resulting from, 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 relating Section 3.6 (collectively the "Excluded Claims")) to breaches of Buyer pursuant to this Article V shall not exceed the representations and warranties set forth Purchase Price in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Mattersaggregate. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary set forth in this Agreement but Agreement, the indemnification obligations of Sellers with respect to Excluded Claims shall not count towards, or be subject to to, the limitations set forth in the first sentence of this paragraph (b) or the $100,000 deductible set forth in Section 6.45.2(c), each Seller’s liability for and there shall be no limitation on such indemnification obligations. The total indemnification obligations of Buyer Indemnified Parties under to Sellers pursuant to this Agreement Article V (other than for claims in respect of Assumed Liabilities) shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (x) with respect to obligations or liabilities arising from or in connection with a failure of the Employeesclosing 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 AgreementArticle V, except for (i) Losses resulting from legal fees and expenses incurred by an Indemnifying Party in the breach defense of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer an Indemnified Parties under this Agreement Party against a third party claim shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, be included and (ii) Losses resulting from costs and expenses incurred or reimbursed by an Indemnifying Party in connection with the Covered Matters, for which each Seller’s liability for pursuit of insurance or third party indemnification of Buyer Indemnified Parties under or contribution claims pursuant to Section 5.1(e) shall be excluded. (c) Neither party to this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing be entitled to indemnification pursuant to this Agreement. Sections 5.1(a)(i) or Section 5.1(b)(i), unless the aggregate Losses to such party with respect to all such claims for indemnification exceed $100,000, in which case the other party shall be obligated, subject to the limitations set forth in paragraphs (iiia) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach (b) of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right 5.2, to seek equitable relief (including an injunction) to enforce its obligations under this Agreementpay in full the aggregate amount of such Losses.

Limitations. (a) No Issuing Bank shall issue, amend or extend, at any time, any Letter of Credit: (i) No amount shall be payable if, after giving effect to a Buyer Indemnified Party hereunder in satisfaction the Letter of any claim unless and until Credit or amendment or extension thereof requested hereunder, the aggregate Losses maximum amount then available for a claim drawing under Letters of Credit issued by such Issuing Bank shall exceed any limit imposed by Applicable Law upon such Issuing Bank or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23Lender; (ii) Notwithstanding anything if, after giving effect to the contrary Letter of Credit or amendment or extension thereof requested hereunder, (w) the Borrowing Base Availability would be less than zero, (x) the Letter of Credit Obligations in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification respect of Buyer Indemnified Parties under this Agreement shall not exceed 50% Letters of the amount actually received Credit issued by such Seller at Issuing Bank would exceed such Issuing Bank’s L/C Limit, (y) the applicable Closing sum of (A) the aggregate principal amount of all outstanding Loans plus (B) the Letter of Credit Obligations exceeds the Aggregate Commitment or at the first anniversary as of the date hereof (with respect to the Employeesz) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Sellersuch Issuing Bank’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not Exposure would exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.its Commitment; (iii) Recovery if such Issuing Bank receives written notice from the Administrative Agent no later than one (1) Business Day prior to the proposed Issuance Date of such Letter of Credit that the conditions precedent contained in Section 5.1 or 5.2, as applicable, would not on such Issuance Date be satisfied unless such conditions are thereafter satisfied and written notice of such satisfaction is given to such Issuing Bank by the Administrative Agent; (iv) that is in a currency other than United States dollars; (v) subject to Section 4.4(d), if the expiry date of such requested Letter of Credit would occur after the first anniversary of the date of issuance thereof, unless agreed by the applicable Issuing Bank; (vi) if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Administrative Agent and the applicable Issuing Bank approve; provided that (x) on or prior to the Letter of Credit Expiration Date, the Borrower shall Cash Collateralize such Letter of Credit and (y) in no event shall any Letter of Credit issued under this Article VIII Agreement have an expiry date that occurs after the first anniversary of the Letter of Credit Expiration Date; (A) [reserved]; or (viii) if any Lender is a Defaulting Lender and after giving effect to the issuance of such Letters of Credit or amendment or extension thereof, the sum of Exposures of the Non-Defaulting Lenders would exceed the Non-Defaulting Lenders’ ratable portion of the Aggregate Commitment, unless such excess amount is Cash Collateralized by the Borrower in accordance with Section 4.10. (b) An Issuing Bank shall constitute the sole and exclusive remedy for not be under any breach obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any representation, warranty, covenantGovernmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or agreement pursuant any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any way related restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to this Agreement. For purposes it; or (ii) the issuance of clarity, nothing in this Section shall limit Buyer’s right such Letter of Credit would violate one or more policies of such Issuing Bank applicable to seek equitable relief (including an injunction) to enforce its obligations under this Agreementletters of credit generally.

Limitations. (ia) No amount With respect to claims for Damages arising under Section 7.1(a), the Company Equityholders shall not be payable to a Buyer Indemnified Party hereunder in satisfaction of liable for any claim unless and such Damages until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses such Damages exceeds the Deductible (at which point the Company Equityholders shall become liable for all Damages under Section 7.1(a) in respect excess of such claims from and including one half (1/2) of the first dollar amount of all such Losses but subject to the other limitation contained hereinDeductible); provided, however, provided that the Threshold limitation set forth in this sentence shall not apply to (i) claims based on fraud or Knowing Misrepresentation or (ii) any Losses resulting from, arising out of or claim pursuant to Section 7.1(a) relating to breaches a breach of the representations and warranties set forth in any of the Fundamental Representations. (b) Except for claims based on fraud or Knowing Misrepresentation, the Escrow Fund established in accordance with the provisions of Section 2.6(i) and the Offset Right shall be the sole and exclusive means for the Buyer to recover any Damages for which it is entitled to indemnification under this Article VII. In the case of claims based upon fraud or Knowing Misrepresentation, where the claim of such fraud or Knowing Misrepresentation is asserted by the Buyer on or prior to the fifth (5th) anniversary of the Closing, the Company Equityholders shall have personal liability, on a several and pro rata basis (based on proceeds actually received by the Company Equityholders), for all Damages incurred by the Buyer resulting from any such fraud or Knowing Misrepresentation, but in no event shall any Company Equityholder be liable for an amount in excess of the amount of the consideration actually received by such Company Equityholder pursuant to this Agreement and in no event shall any Company Equityholder be liable for claims of fraud or Knowing Misrepresentation asserted by the Buyer after the fifth (5th) anniversary of the Closing. Notwithstanding the foregoing, if the Escrow Fund has been established in accordance with the provisions of Section 2.6(i), the Buyer shall not attempt to collect any Damages directly from any Company Equityholder unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. (c) No Company Equityholder shall have any right of contribution against the Company or the related sections and subsections Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (d) The rights of the Company’s disclosure schedules provided Buyer under this Article VII shall be the sole and exclusive remedy of the Buyer with respect to claims under or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in connection herewith (in each case disregarding no event shall any materiality limitation therein) party, its successors or permitted assigns be entitled to claim or seek rescission of the Covered Matters. Stock Purchase Agreement 23transactions consummated by this Agreement. (iie) Any payments made to a Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Total Consideration for Tax purposes to the extent permitted by Law. (f) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4Agreement, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement the Company Equityholders shall not exceed 50% have any liability to the Buyer if any Tax attributes of the amount actually received by such Seller at Company or any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the applicable Company, any Subsidiary, the Buyer, or any of their Affiliates for any taxable period or portion thereof ending after the Closing or at Date. (g) The Buyer shall not be entitled to indemnification for any Damages in respect of any liability taken into account in connection with the first anniversary as Final Closing Adjustment, but only to the extent included in the calculation of the date hereof Final Closing Adjustment. (with respect h) Notwithstanding anything the to the Employees) pursuant to contrary in this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy means for the Buyer or its Affiliates to recover any breach of any representation, warranty, covenant, or agreement Damages for which it is entitled to indemnification pursuant to clause (2) of Section 7.1(e) of the Disclosure Schedule shall be limited to and not exceed the exercise of the Offset right with respect to one hundred percent (100%) of Milestone #10; provided, however, that if a Claim Notice or in Expected Claim Notice pursuant to clause (2) of Section 7.1(e) of the Disclosure Schedule is delivered by the Buyer following the payment of Milestone #10, the sole and exclusive means for the Buyer or its Affiliates to recover any way related Damages for which it is entitled to this Agreement. For purposes indemnification pursuant to clause (2) of clarity, nothing in this Section 7.1(e) of the Disclosure Schedule shall limit Buyer’s right be limited to seek equitable relief and not exceed Five Million Dollars (including an injunction) to enforce its obligations under this Agreement$5,000,000).

Limitations. (a) Except as set forth in this Section 9.4(a), despite any other provision in this Article IX, with respect to indemnification under Section 9.1(a)(iii), the Parent Indemnified Parties will be entitled to indemnification thereunder only: (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until if the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed Parent Indemnifiable Amounts under those Sections exceeds $50,000 ******************** (the “ThresholdParent Threshold Amount”), at in which time event the Seller shall indemnify the Buyer Parent Indemnified Parties will be entitled to indemnification for all Parent Indemnifiable Amounts, including all Parent Indemnifiable Amounts used to reach the full Parent Threshold Amount; (ii) with respect to Parent Indemnifiable Amounts arising in connection with ******************** to the extent that such aggregate Parent Indemnifiable Amounts do not exceed ******************** ($********************); and (iii) to the extent that the aggregate Parent Indemnifiable Amounts under those Sections do not exceed the amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereinavailable Escrow Funds; provided, however, that that, Parent Indemnifiable Amounts arising out of any breaches of representations and warranties in ******************** shall not be limited as set forth in this clause (iii) above but instead shall be limited to ******************** ($********************) less any amounts paid out of the Escrow Account in accordance with the provisions of the Escrow Agreement. The limitations of this Section 9.4(a) do not apply to, and any calculation of the Parent Threshold shall Amount as it relates to other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of ********************. For the avoidance of doubt, the limitations of this Section 9.4 do not apply to indemnification for Taxes under Section 7.8(f). (b) Except as set forth in this Section 9.4(b), despite any Losses resulting fromother provision in this Article IX, with respect to indemnification under Section 9.1(b)(i) the Indemnifying Holders will be entitled to indemnification thereunder only if the aggregate Stockholder Indemnifiable Amounts thereunder exceeds $******************** (the “Stockholder Threshold Amount”), in which event such Persons will be entitled to indemnification for all Stockholder Indemnifiable Amounts, including all Stockholder Indemnifiable Amounts used to reach the Stockholder Threshold Amount. The limitations of this Section 9.4(b) do not apply to, and any calculation of the Stockholder Threshold Amount as it relates to other Stockholder Indemnifiable Amounts will not include, Stockholder Indemnifiable Amounts arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement********************. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. The remedies provided in this Article 11 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Parties. Notwithstanding the foregoing, (ia) No amount no Indemnifying Party shall be payable to a Buyer Indemnified Party hereunder in satisfaction of incur any claim indemnification obligations under this Article 11 unless and until the aggregate Losses for a claim or series amount of like claims that are paid, incurred, sustained or accrued equal or exceed Claims incurred by the Indemnified Party reaches $50,000 35,000 (the “"Indemnification Threshold”"), at which time the Seller Indemnifying Party shall indemnify be liable in full for all such Claims incurred by the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and Party, including the first dollar $35,000 of all such Losses but subject to the other limitation contained hereinClaims; provided, however, that the Threshold neither Seller nor Buyer shall not apply to any Losses resulting from, arising out of or relating to breaches incur indemnification obligations under this Article 11 in excess of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections sum of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or Closing Purchase Price and the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject Additional Shares earned pursuant to Section 6.43.5 hereof (such shares to be valued in accordance with the terms of Section 3.5(e)) (the "Maximum Indemnification Threshold"), each Seller’s liability for indemnification of and (b) neither Buyer Indemnified Parties nor Seller shall be entitled to bring any Claim under this Agreement shall not exceed 50% Article 11 after the second (2nd) anniversary of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this AgreementDate, except for Claims relating to (i) Losses resulting from fraud or intentional misrepresentation and Sections 4.11 and 4.16, as to which an Indemnified Party may make a claim for indemnity until the breach expiration of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% period of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementstatute 28 of limitations, if any; and (ii) Losses resulting from Section 4.4, as to which an Indemnified Party may make a Claim for indemnity at any time. Notwithstanding any provision to the Covered Matterscontrary contained in this Agreement, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement and Seller shall not exceed 100% be liable to indemnify the other party in full for fraud or intentional misrepresentation, without regard to the Indemnification Threshold or the Maximum Indemnification Threshold, except that damages arising from fraud or intentional misrepresentation shall be considered in assessing whether the Indemnification Threshold has been satisfied. For the purposes of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) Recovery under this Article VIII 11, the phrase "fraud or intentional misrepresentation" shall constitute the sole and exclusive remedy for mean any breach of any representation, warranty, covenantfraudulent or intentional misrepresentation, or agreement pursuant reckless disregard, of a material fact or condition existing on or prior to the Closing Date, or in any way related the intentional or reckless omission of a material fact or condition existing on or prior to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreementthe Closing Date.

Limitations. The obligations of an Indemnity Obligor to ----------- indemnify an Indemnified Party pursuant to this Article IX shall accrue only after and to the extent the aggregate dollar amount of Losses incurred by an Indemnified Party for all matters indemnifiable hereunder exceed One Hundred Thousand Dollars (iUS $100,000) No amount (the "Basket"), and then the Indemnity Obligor ------ shall be payable only liable for such Losses in excess of $100,000. In addition, no single Loss in an amount of less than $10,000 may be applied to the Basket until such threshold amount is reached, and thereafter, single Claims of less than $10,000 must be aggregated so that no Claim is made for an amount of less than $10,000 singly or in the aggregate. The obligations of the Company Indemnitors to indemnify the Acquiror Indemnitees under this Article IX shall not exceed the $2,500,000 placed in escrow pursuant to Section 1.5 for claims for indemnification other than (a) IP Claims, which are addressed below, or (b) claims for indemnification related to a Buyer breach of the representations contained in Section 2.1 hereof. Notwithstanding anything in this Agreement to the contrary, the aggregate maximum liability of the Company Indemnitors for IP Claims shall not exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000) for any IP Claims plus the cash amount remaining in escrow pursuant to the Escrow and Indemnity Agreement and no IP Claims may be made after the expiration of the one (1) year period following the Closing Date. The indemnity provisions in this Article IX shall be the sole and exclusive remedy of an Indemnified Party hereunder in satisfaction for breaches of any claim unless representation, warranty, or covenant under this Agreement absent fraud or securities law violations. The maximum liability for claims for breach of the representation and until warranty in Section 2.1 is the purchase price (cash paid by Acquiror to Company's Shareholders at closing plus the market value of the shares transferred by Acquiror at Closing to the Company's Shareholders), minus the amount of the cash transferred to Acquiror from the escrow pursuant to the Escrow and Indemnity Agreement, further reduced by the aggregate Losses amount paid by Company and Company Indemnitors in connection with all claims for a claim breach of the representations and warranties made under Sections 2.14, 2.19, and 2.23(b). The maximum liability for claims for breach of the representations or series warranties in Sections 2.19, and 2.23(b) is equal to the purchase price (cash paid by Acquiror to Company's Shareholders at closing plus the market value of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”shares transferred by Acquiror at Closing to the Company's Shareholders), at which time minus the Seller shall indemnify the Buyer Indemnified Parties for the full amount of the cash transferred to Acquiror from the escrow pursuant to the Escrow Agreement, further reduced by the aggregate amount paid by Company and Company's Indemnitors in connection with all Losses claims for breach of the representations and warranties made under Sections 2.1 or 2.14. AGREEMENT AND PLAN REORGANIZATION PAGE 37 Notwithstanding anything in respect this Agreement to the contrary, neither the Company nor Company's Indemnitors will have any liability for any claim that the Software infringes the rights of a third party to the extent the claims arise from modification of the Software by Acquiror after the Closing Date or to the extent the infringement claim arises out of a combination of the Software with a program, product or material not transferred to Newco as of the Closing. In no circumstance (except as specifically provided below) will any Indemnity Obligor have any liability for indirect, incidental, exemplary, or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data or other business information) or cover arising under this Agreement, even if the Indemnity Obligor has been advised of the possibility of such claims from and including the first dollar of all such Losses but subject to the other limitation contained hereindamages; provided, however, that although this sentence excludes claims for the Threshold shall Indemnified Party's lost profits, it does not apply limit the liability of any Indemnity Obligor under Section 9.1 for indirect, incidental, exemplary or consequential damages to any Losses resulting fromthe extent such damages, arising out including lost profits, are included in a claim by a third party against the Acquiror or arise as a result of a third party claim that the Software is infringing or relating to breaches a claim of the representations and warranties set forth ownership rights in the Fundamental RepresentationsSoftware (excluding Third Party Software), and to the extent indemnification under Section 9.1 covers such third party claims. Notwithstanding the foregoing, an Indemnified Party shall have the right to recover for direct out-of-pocket expenses, including its direct, demonstrable internal costs (without overhead) and/or external costs paid by Acquiror to remediate any Loss, whether or the related sections and subsections of the Company’s disclosure schedules provided not such Loss arises in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreementa third party claim. (iii) Recovery under this Article VIII shall constitute the sole and exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an injunction) to enforce its obligations under this Agreement.

Limitations. (a) Neither Sellers nor Purchaser shall ----------- have any liability to the other under this Article IX and no claim under this Article IX shall: (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim accrue unless and until only to the extent that the actual liability of (A) the Sellers (as a group) pursuant to the indemnification provisions hereof and the Merger Agreement exceeds $2,500,000 in the aggregate, (B) the Purchaser (as a group) pursuant to the indemnification provisions hereof and in the Merger Agreement (other than liability arising as a result of breaches of Section 3.25 hereof or Section 3.25 of the Merger Agreement) exceeds $2,500,000 in the aggregate, or (C) the Purchaser (as a group) pursuant to the indemnification provisions of this Agreement and the Merger Agreement arising as a result of breaches of Section 3.25 hereof and Section 3.25 of the Merger Agreement exceeds $2,500,000 in the aggregate Losses for each a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”"Relevant Claim"), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23; (ii) Notwithstanding anything be made to the contrary extent that any loss is recovered under a policy of insurance payable to the Indemnified Party which policy is in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of force on the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement.loss; (iii) Recovery be made following the three year anniversary of the Closing Date except with respect to Purchaser's obligations under this Article VIII Section 5.14. (b) The liability of Sellers shall constitute cease, and any subsisting claim shall be withdrawn, upon the sole and exclusive remedy Hospital Businesses (or the individual Hospital relating to such claim) ceasing for any breach reason to be directly or indirectly wholly owned by the Purchaser or by a corporation controlled, directly or indirectly, by the Purchaser. (c) In the event that an Indemnified Party is entitled to recover any sum (whether by payment, discount, credit or otherwise) from any third party in respect of any representationmatter for which a claim of indemnity could be made against the party hereto that would be liable for the Damages to an Indemnified Party hereunder (an "Indemnifying Party"), warrantythe Indemnified Party shall use commercially reasonable efforts to recover such sum from such third party (but shall not be required to institute legal proceedings) and any sum recovered will reduce the amount of the claim; and if the Indemnifying Party pays to the Indemnified Party an amount in respect of, covenantand the Indemnified Party subsequently recovers from a third party a sum which is referable to, that claim, the Indemnified Party shall forthwith repay to the Indemnifying Party, so much of the amount paid by it as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by the Indemnified Party in obtaining payment in respect of that claim and in recovering that sum from the third party. (d) If either party is liable to the other for Damages arising out of any breach, misrepresentation or agreement pursuant to nonfulfillment of any representations, warranties or covenants set forth in any way related to this Agreement. For purposes , then the liability of clarity, nothing the Indemnifying Party shall be reduced and any amount paid shall be refunded when and to the extent that the Indemnified Party obtains the benefit of a reduction in this Section shall limit Buyer’s right its liability for its tax (whether by way of credit or otherwise) which it would not have obtained had the breach which gave rise to seek equitable relief (including an injunction) to enforce its obligations under this Agreementliability of the Indemnifying Party not arisen.