Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (A) the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Parent Seller by the Buyer Indemnified Parties pursuant to Section 8(b) shall be Twenty Million Dollars ($2,100,00020,000,000) (the “Cap Amount”); (A) the Buyer agrees that in no event will the aggregate amount payable by the Seller for a breach of Section 3(g) hereof exceed: i) Twenty Million Dollars ($20,000,000) in the aggregate related to the Buyer’s or its Affiliates use of the Core IP and Acquired Patents; providedand ii) One Million Dollars ($1,000,000) in the aggregate related to the Buyer’s or its Affiliates use of the Non-Core IP and all other Business Intellectual Property, however, that other than Core IP and Acquired Patents. (B) the maximum Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Seller equals or exceeds Two Hundred Thousand Dollars ($200,000) (the “Basket Amount”), in which case the Seller shall be liable only for the Losses in excess of the Basket Amount. Notwithstanding anything in this Agreement to the contrary, neither the Basket Amount nor the Cap Amount nor any limitation as to the timing of presentment shall apply to indemnification claims with respect to any Excluded Liabilities, breaches of the representations and warranties set forth in Section 3(b) (“Authorization of the Transaction”), Section 3(f) (“Title to Assets”), claims arising from fraud or intentional misrepresentation by the Seller, or each Party’s covenants. (C) no Party shall have any liability under this Section 8 to the other Party or its Affiliates for any punitive, incidental, consequential, special or indirect damages (including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity); (D) in the event that the breach Buyer executes this Agreement notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer of any breach by the Seller of any representation, warranty or covenant that gave in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or representatives with respect to such breach, under this Section 8 or otherwise; and (E) subject to the Seller’s compliance with its obligations under Section 11(c), the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8(b) of this Agreement arising out of or resulting from the Seller’s inadvertent failure to deliver to the Buyer any Acquired Asset in the possession of the Seller at the time of the Closing. (ii) The amount of any and all Losses under this Section 8 shall be determined net of (A) any Tax benefit available to the applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (including, without limitation, any Tax benefit arising in subsequent taxable years) and (B) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (iii) The Buyer and the Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any such Losses resulted from claim, liability or arose out of fraud on Loss. In the part event that the Buyer or the Seller shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other Party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the Parent foregoing, the Buyer and the Seller shall, or shall cause the Purchaserapplicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder.

Limits on Indemnification. No amount All Indemnifiable Costs sought by any party hereunder shall be payable ------------------------- net of any insurance proceeds received by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With Person with respect to such claim or tax benefits to the extent actually received by such Person as a result of an indemnified claim. Regardless of any claim for indemnifiable Losses investigation at any time made by the Parent pursuant to Section 6.02(a)or on behalf of any Party hereto or of any information any Party may have in respect thereof: 8.4.1. The representations, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fractionwarranties, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretocovenants, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary agreements respectively made by Seller and Buyer in this Agreement, in the maximum amount of indemnifiable Losses that may be recovered from Disclosure Schedule, or in any Stockholder certificate respectively delivered by Seller or Buyer pursuant to Section 6.02(a7 will survive the Closing and the Closing Date: (a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior With respect to the Closing, as representations and warranties of the Parties set forth on Schedule A heretoin Sections 3.1, 3.3, 4.1 and 4.2, indefinitely (b) Until the denominator expiration of which shall be 1,433,366; providedall applicable statutes of limitations (including all periods of extension, however, that whether automatic or permissive) in the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder case of the representation representations and warranty contained warranties of Seller respectively set forth in Section 2.02(cSections 3.2, 3.24, 3.26, 3.35 and 4.3; (c) as applied Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the Shares owned by it, shall be an amount equal to case of the value on representations and warranties of Seller respectively set forth in Sections 3.13; and (d) Until the eighteenth month anniversary of the Closing Date in the case of all Parent Shares other representations, warranties, covenants, and Parent Warrants received agreements. 8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim. 8.4.3. Seller shall not be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 8.3 shall not be subject to the $50,000 threshold), whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller hereunder exceed $4,000,000 in the aggregate. 8.4.4. Buyer shall not be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation to the Company or Seller hereunder exceeds $50,000 in the aggregate, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Buyer under this Section 8 exceed $4,000,000 in the aggregate. 8.4.5. However, nothing in this Section 8 shall limit Buyer or Seller in exercising or securing any other remedies provided by this Agreement in regard to a Party’s default or breach of this Agreement. 8.4.6. Any settlement of a claim brought against an Indemnified Party must be consented to in writing by the Indemnified Party, and such Stockholder consent shall not be unreasonably withheld. Neither Buyer nor Seller shall be liable for punitive damages pursuant to any claim made by another Party to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount (a) Notwithstanding anything to the contrary contained in this Agreement: (i) the Sellers shall not be payable ------------------------- by liable (including, for the Stockholders avoidance of doubt, through release to Buyer of all or any part of the Parent Indemnity Escrow Amount) for any claim for indemnification pursuant to Section 6.02(a6.2(a) or 6.02(b), respectively, unless and until the aggregate dollar amount of all indemnifiable Losses which would otherwise may be indemnifiable pursuant to Section 6.02(a) recovered from the Sellers equals or (b), as applicable, exceeds USD $50,000100,000, in which case the full Sellers shall be liable only for the amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a)excess thereof; provided, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to that this clause (i) shall not apply to Losses arising out of or relating to the total amount inaccuracy or breach of Section 3.16 relating to Taxes, any Fundamental Representation or in the event of fraud by a Seller (which claim may be brought solely against the Seller who committed such Losses multiplied by fraud); (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that which may be recovered from the Sellers (including, for the avoidance of doubt, through release to Buyer of all or any Stockholder part of the Indemnity Escrow Amount) for Losses arising out of or relating to indemnification claims (x) under Section 6.2(a) or Section 6.2(c) shall be NOK 1,750,000 and (y) under Section 6.2(e) shall be NOK 1,000,000; provided, that this clause (ii) shall not limit any claim for fraud by a Seller (which claim may be brought solely against the Seller who committed such fraud); and (iii) any claim for indemnification pursuant to Section 6.02(a6.2(b) shall be brought solely against the Seller or Sellers who breached the applicable covenant or agreement giving rise to such indemnification claim. (b) The Sellers’ liability for an amount equal indemnifiable Loss shall be several and not joint. Each Seller shall only be liable for a fraction of the total Loss for which the Sellers are liable to (x) $2,100,000 multiplied by (y) a fraction, compensate the Buyer under the terms of this Agreement where the numerator of which such fraction shall be equal to the total number portion of Shares held the Consideration received by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, Seller and the denominator of which shall be 1,433,366; providedequal to the total Consideration. Notwithstanding the foregoing, howeverin the event an indemnifiable Loss hereunder is the result of a breach of any representation that is made by or relates to an individual Seller (and not to all Sellers generally or to the Company), the recourse of the applicable Indemnified Party under this Agreement shall be limited to the then- remaining portion of the Indemnity Escrow Fund that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholderis distributable to such breaching Seller and, if applicable, recourse directly against such Losses are a result of breaching Seller, and no other Sellers shall be subject to any breach by such Stockholder liability (whether directly or against their respective portions of the representation and warranty contained Indemnity Escrow Fund) with respect to such Loss. (c) The Sellers total liability under this Agreement in Section 2.02(c) as applied to the Shares owned by it, aggregate shall be in no event exceed an amount equal to the value on the Closing Date of all Parent Shares Consideration, and Parent Warrants received by such Stockholder pursuant to each individual Seller’s respective liability under this Agreement; provided, further, that there Agreement shall be in no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be exceed an amount equal to the value on portion of the Closing Date of all Parent Shares and Parent Warrants Consideration received by such Stockholder pursuant Seller. (d) For the avoidance of doubt, the Sellers shall not be liable for any Loss if and to this Agreement; providedthe extent that such Loss results solely from Parent being a publicly-listed company (such as, furtherbut not limited to, there in relation to claims by the investors or shareholders of Parent). (e) None of the parties hereto shall be no limit on liable for any special or punitive damages, except to the extent actually paid to a third party. (f) The amount of -------- ------- indemnifiable any and all Losses that may under this Article VI shall be recovered from determined net of (i) any Tax benefit actually received by the Parent applicable Indemnified Party in connection with the accrual, incurrence or payment of any such Losses (limited to any Tax benefit arising in the event that year of the Loss and determined after taking into account the Tax effect of receiving an indemnity payment for such Loss hereunder) and (ii) any insurance or other third party recoveries actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (g) No Loss shall be deemed to have been suffered by reason of a breach of Section 3.16 (Taxes) for incremental taxes (excluding penalties and interest for late payment) caused by incremental profits made by the representationCompany compared to those assumed in the Agreed Closing Statement. (h) No party shall be entitled to any payment, warranty adjustment or covenant that gave rise indemnification more than once with respect to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersame matter.

Limits on Indemnification. No amount All Indemnifiable Costs sought by any party hereunder shall be payable ------------------------- net of any insurance proceeds received by such Person with respect to such claim (less the Stockholders present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of Allied Parent and the Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 6.5(c) hereof (the Parent pursuant to Section 6.02(a) or 6.02(bindemnification for which shall expire on the expiration of the applicable statute of limitations and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), respectively, unless the right to make claims for indemnification provided under this Article VIII shall expire two (2) years following the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, indemnification obligation sought by Investors hereunder exceeds $50,000250,000, in which case the full amount of such Losses whereupon Shareholders and Allied Parent shall be payable as provided liable for all amounts in Section 6.02. With respect to any claim excess of $250,000 for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that indemnification may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the maximum amount aggregate indemnification obligation sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all amounts in excess of indemnifiable Losses ----------------- that $100,000 for which indemnification may be recovered from sought. For purposes of making claims for indemnification under Section 8.1(A), any Stockholderrequirement in any representation or warranty that an event or fact be Material or have a Material Adverse Effect, if as appropriate, in order for such Losses are event or fact to constitute a result misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Shareholders and Allied Parent to Investors for breach of representations and warranties exceed the sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not include and shall not limit any claims for (i) the Accounts Receivable Adjustment and the Net Worth Adjustment and (ii) breach by such Stockholder of the representation representations and warranty contained in Section 2.02(c) as applied to warranties of the Shares owned by itShareholders and Allied Parent under Sections 3.1, shall be an amount equal to the value on the Closing Date of all Parent Shares 3.2, 3.3, 3.4, 3.6, and Parent Warrants received by such Stockholder pursuant to this Agreement3.17 hereof; provided, further, that there in no event shall be no the aggregate liability of Shareholders and Allied Parent to Investors or the Company with respect to any claims described in clauses (i) and (ii) above exceed the sum of the Purchase Price and the Redemption Price. However nothing in this Article VIII shall limit on Investors or Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Shareholders, Allied Parent or Investors in connection with this Agreement or in the amount of -------- ------- indemnifiable Losses damages that may be recovered it can recover from any Stockholder the other in the event that the breach Investors successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnified Costs paid by Shareholders shall be deemed to be a reduction of the representation, warranty or covenant that gave rise Purchase Price paid to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Allied Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserInvestors hereunder.

Limits on Indemnification. No amount (a) Absent fraud or willful or intentional misconduct, the indemnification and contribution provided by the Company pursuant to clause (A) of Section 7.1(a) and Section 7.3 shall be payable ------------------------- the sole and exclusive remedy for any Losses resulting from or arising out of any indemnification or contribution claim made pursuant to clause (A) of Section 7.1(a) and Section 7.3. (b) Absent fraud or willful or intentional misconduct, the amount of any payment by the Stockholders Company (i) to the GA Indemnified Parties under this Article VII in respect of Losses resulting from or the Parent arising out of any indemnification or contribution claim made pursuant to Section 6.02(a7.1(a) or 6.02(b)Section 7.3 with respect thereto shall in no event exceed US$20,000,000, respectively, unless and (ii) to the aggregate dollar amount Apax Indemnified Parties under this Article VII in respect of all Losses which would otherwise be indemnifiable resulting from or arising out of any indemnification or contribution claim made pursuant to Section 6.02(a7.1(a) or (b), as applicable, exceeds $50,000, Section 7.3 with respect thereto shall in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366no event exceed US$20,000,000; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that of fraud or willful or intentional misconduct, such amount of payment shall in no event exceed (1) with respect to the breach GA Indemnified Parties, the aggregate purchase price paid by the GA Shareholder to the Seller in consideration of the representationPurchased Shares acquired by the GA Shareholder, warranty or covenant that gave rise and (2) with respect to such the Apax Indemnified Parties, the aggregate purchase price paid by the Apax Shareholder to the Seller in consideration of the Purchased Shares acquired by the Apax Shareholder. (c) The Company shall not be liable to pay the Indemnified Parties under this Article VII in respect of Losses resulted resulting from or arose arising out of fraud on any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto unless and until the part of such Stockholderamount payable under each individual claim made against the Company exceeds US$500,000 (the “Indemnity Threshold”). Notwithstanding anything to If and when the contrary in this AgreementIndemnity Threshold is reached, the maximum amount of indemnifiable Losses that may Company shall then only be recovered from liable for the Parent shall be $2,100,000; provided, however, that excess over the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnity Threshold.

Limits on Indemnification. (a) No amount shall claim may be payable ------------------------- by the Stockholders asserted against either party for breach of any representation, warranty or the Parent pursuant to Section 6.02(a) or 6.02(b), respectivelycovenant contained herein, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount written notice of such Losses shall be payable as provided claim is received by such party, describing in Section 6.02. With reasonable detail the facts and circumstances with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion subject matter of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately claim on or prior to the Closing, as set forth date on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise on which such claim is based ceases to survive as set forth in Section 6.1, in which case such representation, warranty or covenant shall survive as to such Losses resulted from or arose out of fraud on the part of claim until such Stockholder. claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent Sellers by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Buyer Indemnified Parties pursuant to Section 3.04 6.2 shall be an amount equal to 15% multiplied by the value on aggregate total Base Consideration paid by the Closing Date Seller for the acquisition of all Parent Shares of the ▇▇▇▇▇▇ Companies (the “Cap”); provided that any Losses resulting from breaches by the Seller of any of the Fundamental Representations shall not be subject to the Cap and Parent Warrants received by such Stockholder pursuant to this AgreementLosses shall not count towards satisfaction of the Cap; provided, provided further, there shall be no limit on that the aggregate amount of -------- ------- all indemnifiable Losses that may be recovered from the Parent Seller by Buyer Indemnified Parties pursuant to Section 6.2 (including with respect to any Losses resulting from breaches of any Fundamental Representation) shall not exceed the Purchase Price, as adjusted pursuant to Section 1.4; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds an amount equal to 0.75% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the ▇▇▇▇▇▇ Companies (the “Basket Amount”), in which case the Seller shall be liable only for the Losses in excess of the Basket Amount; provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) in determining whether any claim for indemnification under this Agreement or any of the other ▇▇▇▇▇▇ Company Acquisition Agreements exceeds the Cap and/or the Basket Amount, the amount of all such claims under all of the ▇▇▇▇▇▇ Company Acquisition Agreements shall be aggregated; (iv) any payment for Losses claimed by any Buyer Indemnified Party shall be paid by the Sellers as follows (x) 70% of such Losses shall be paid in cash and (y) 30% of such Losses shall be paid by the surrender of Buyer common stock (valued at no less than the value assigned to such common stock under any of the ▇▇▇▇▇▇ Company Acquisition Agreements); provided that the Sellers may elect, at their sole option, to pay such Losses in cash only; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto; (vi) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 1.4; (vii) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; and (viii) in the event that Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of Buyer at or prior to the Closing of any breach by the Seller of the any representation, warranty or covenant that gave in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VI or otherwise. (c) For all purposes of this Article VI, “Losses” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses resulted from or arose out (including, without limitation, the net present value of fraud on the part of the Parent or the Purchaserany Tax benefit arising in subsequent taxable years).

Limits on Indemnification. No amount The maximum aggregate Loss recoverable by an Indemnified Group (considered together as a group) against an Indemnitor under this Article IX shall be payable ------------------------- by not exceed $500,000, except (i) in the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount case of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by indemnification under the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion provisions of this Article IX which arises out of or results from fraud or willful misconduct of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of Indemnitor for which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on to the maximum aggregate loss recoverable; and (ii) in the event the claim arises from a breach of Seller's warranties set forth in Section 4.11(e), for which the maximum aggregate Loss recoverable shall be $1,000,000 plus the lesser of (the "Additional Indemnification Funds") an additional $1,000,000 or twenty five percent (25%) of the gross proceeds (payable in cash or securities, as appropriate) received by Seller pursuant to an Event (as used in this Section 9.6 the term "Event" shall have the meaning set forth in Section 2.5 or the Investor's Rights Agreement, as appropriate) which Additional Indemnification Funds shall be payable upon or after the occurrence of such Event (as more particularly described below) and, provided further, that the combined maximum aggregate Loss recoverable under this subsection 9.6(ii) and for a claim based upon any alleged breach by Seller of an intellectual property warranty under the Cross-License Agreement shall be $1,000,000 plus the Additional Indemnification Funds. For purposes of this Section 9.6, the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder gross proceeds received by Seller pursuant to an Event shall, in the event that the breach of the representationan initial public offering, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the fair market value on of the Closing Date of all Parent Shares shares held by Seller at the time the market stand-off agreement expires and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that of any other type of Event shall be equal to the breach cash or the fair market value of the representationother consideration received by Seller in connection with such Event, warranty valued as of the date of receipt of such consideration without discount for lack of liquidity. The Additional Indemnification Funds are due and payable by Seller (i) immediately upon consummation of the Event if the Indemnitor receives cash pursuant to thereto; (ii) within 60 days after the expiration of the market stand-off agreement if the Event is a public offering; (iii) within 60 days after the lapse of any lock-up, pooling or covenant that gave rise to such Losses resulted from or arose out of fraud other transfer restriction on the part sale of shares of stock in a publicly traded company received by Seller pursuant to an Event; or (iv) if (i), (ii) and (iii) above are not applicable, then immediately upon the sale by the Seller of the Parent or securities on other consideration received by the PurchaserSeller pursuant to the Event.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable : (a) Seller shall not have any obligation to provide indemnification for Losses that may be recovered from any Stockholder pursuant to Section 6.02(a14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be an amount equal limited to $9,400,000 in the aggregate. (xc) $2,100,000 multiplied by (y) a fraction, The representations and warranties of TPC and Seller on the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretoone hand, and Buyer, on the denominator other, contained in this Agreement shall survive the Closing until the 13th month anniversary of which shall be 1,433,366the Closing Date; provided, however, that (i) the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty representations contained in Section 2.02(c4.14 shall last for six years, (ii) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty representations contained in Section 3.04 4.17 and Section 4.18 shall be an amount equal continue until the expiration of the applicable statute of limitations relating to the value on the Closing Date cause of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave action giving rise to such Losses resulted from or arose out of fraud on and (ii) the part of the Parent or the Purchaserrepresentations contained in Sections 4.2 and 4.3 shall survive indefinitely.

Limits on Indemnification. No The indemnification obligations of the Parties will be limited as follows: (a) Sellers will not be liable to Parent or Purchaser for Claims until the aggregate amount shall of Claims exceeds Five Hundred Thousand Dollars ($500,000) (the "Basket Amount"). Upon reaching the Basket Amount Sellers will be payable ------------------------- by liable to Parent and the Stockholders or Purchaser for all Claims in excess of the Parent pursuant Basket Amount up to an aggregate amount of Eight Million Dollars ($8,000,000) (the "Maximum Amount"). Under no circumstances will the aggregate amount of Sellers' indemnification obligations exceed the Maximum Amount. Notwithstanding the foregoing, nothing in this Section 6.02(a7.4(a) will limit Seller's obligations under Section 4.1(d) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With with respect to any claim post-Closing covenants and agreements of Sellers, including the indemnification covenants set forth in this Article VII, or with respect to any claims for indemnifiable Losses made intentional fraud. (b) Any amounts recoverable by an Indemnitee will be net of any tax benefits, insurance proceeds or other recoveries or reimbursements obtained by the Parent pursuant to Section 6.02(a)Indemnitee. To the extent the tax benefits, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from insurance proceeds or other recoveries or reimbursements are incurred or received after any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder recovery pursuant to this Agreement; providedArticle VII, further, that there shall will be no limit on a corresponding adjustment among the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything Parties without regard to the contrary in time limitations imposed under this Agreement, the maximum amount of indemnifiable Losses Article VII. The Parties agree that may all indemnification payments will be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be treated for tax purposes as an amount equal adjustment to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserPurchase Price.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to Section 6.02(aa breach of a Fundamental Representation or fraud) shall as the case may be, will be an amount equal to $50,000 (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior “Cap”). Notwithstanding anything to the Closingcontrary herein, as set forth on Schedule A hereto(i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the denominator of which shall be 1,433,366; provided, however, that the maximum aggregate amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any Stockholder claim for indemnification pursuant to Section 11.3(a) (other than, in the event that the each case with respect to a breach of a Fundamental Representation or fraud) unless and until the representation, warranty aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or covenant exceed the Per Claim Minimum) that gave rise may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses resulted from or arose out in excess of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount Purchaser arising out of indemnifiable Losses -------- ------- that may be recovered or resulting from the Parent by any Stockholder if such Losses are matters set forth in Section 11.3(a) (other than, in each case with respect to a result of any breach of a Fundamental Representation or fraud) as the representation and warranty contained in Section 3.04 shall case may be, will be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserCap.

Limits on Indemnification. No Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, (i) no Indemnitor shall have an indemnification obligation for any amount shall be payable ------------------------- by for Losses arising out of or resulting from the Stockholders causes enumerated in Sections 11.2(i) (other than with respect to claims arising out of or the Parent pursuant to Section 6.02(aresulting from a breach or inaccuracy of any Fundamental Representation) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b11.3(i), as applicable, exceeds $50,000in excess of ten percent (10.0%) of the Closing Payment; (ii) no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from a breach or inaccuracy of any Fundamental Representation (other than the representations and warranties in Section 3.11(b) (the “Special IP Representation”)), in which case excess of the full Total Consideration (only to the extent paid to Seller); and (iii) no Indemnitor shall have any indemnification obligation for any amount of such Losses shall be payable as provided arising out of or resulting from the causes enumerated in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to 11.2(i) or Section 6.02(a11.3(i), each Stockholder shall indemnify the Parent only for such portion as appropriate, other than those arising out of such indemnifiable Losses equal to (i) or resulting from a breach or inaccuracy of any Fundamental Representation or Section 3.8, until the total amount of such resulting Losses multiplied by exceeds one percent (ii1%) a fractionof the Closing Payment (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the numerator Losses arising out of which or resulting from a breach or inaccuracy of any Special IP Representation shall not be limited in amount. The amount of any Losses indemnifiable by either party pursuant to this ARTICLE XI shall be adjusted to reflect the total number value of Shares held any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the maximum Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of indemnifiable such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses ----------------- that made pursuant to Sections 11.2(i) and 11.3(i) may be recovered from made at any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied time prior to the Shares owned by it, shall be an amount equal to the value on the Closing Expiration Date of and all Parent Shares and Parent Warrants received by such Stockholder other claims for Losses pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that ARTICLE XI may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasermade indefinitely.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable : (a) Seller shall not have any obligation to provide indemnification for Losses that may be recovered from any Stockholder pursuant to Section 6.02(a11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be an amount equal liable to (x) Buyer only for such Losses in excess of $2,100,000 multiplied by (y) a fraction, the numerator 175,000.00. The maximum obligation of which Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be the total number of Shares held by such Stockholder immediately prior limited to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of all Parent Shares claim specifying in reasonable detail the specific nature and Parent Warrants received by basis of the Losses and the estimated amount of such Stockholder pursuant Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Agreement; providedArticle XI, further, that there the representations and warranties set forth in Articles IV and V shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from read without giving effect to any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such StockholderMateriality Requirement set forth therein. Notwithstanding anything to the contrary As used in this Agreement, the maximum amount a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of indemnifiable Losses that may fact be recovered from the Parent shall “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be $2,100,000; providedor not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, however, that the maximum amount event or state of indemnifiable Losses -------- ------- that may facts to cause such representation or warranty to be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserinaccurate.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable : (a) Seller shall not have any obligation to provide indemnification for Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) 11.1 except to the extent that the aggregate amount of all such Losses exceeds $100,000 (the “Basket Amount”), in which case Seller shall be liable to Buyer Parties only for such Losses in excess of $100,000. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Purchase Price; provided, however, that the maximum obligation of Seller to provide indemnification with respect to amounts payable under Section 6.3(b)(vi) (including any such amounts paid from the Holdback Amount) shall be limited to an amount equal to US$1,000,000. Notwithstanding the foregoing, the Basket Amount will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.9, 4.11, 4.13, 4.16, 4.18 and 4.19, the breach of any representations and warranties caused by fraud or Seller’s intentional misconduct, any Losses related to the Legal Proceedings set forth in Schedule 4.7, amounts for which the Buyer Parties are indemnified pursuant to Sections 6.3(b)(vi)(A) or amounts which the Seller is obligated to pay pursuant to Section 6.3(g)(ii). (b) Buyer Parties shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if all such Losses are a result of any breach by exceeds the Basket Amount, in which case Buyer Parties shall be liable to Seller only for such Stockholder Losses in excess of the representation and warranty contained in Basket Amount. The maximum obligation of Buyer Parties to provide indemnification for Losses pursuant to Section 2.02(c) as applied to the Shares owned by it, 11.2 shall be limited to an amount equal to the value Purchase Price. Notwithstanding the foregoing, the Basket Amount will not apply with respect to any breach of Buyer Parties’ representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller at any time prior to 5:00 p.m., El Segundo, California time, on the Closing Date last day of all Parent Shares the applicable survival period set forth with respect to such claim under Section 11.5. Buyer Parties shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and Parent Warrants received by basis of the Losses and the estimated amount of such Stockholder pursuant Losses is delivered to Buyer Parties at any time prior to 5:00 p.m., El Segundo, California time, on the last day of the applicable survival period set forth with respect to such claim under Section 11.5. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Agreement; providedArticle XI, further, that there the representations and warranties set forth in Articles IV and V shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from read without giving effect to any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such StockholderMateriality Requirement set forth therein. Notwithstanding anything to the contrary As used in this Agreement, the maximum amount a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of indemnifiable Losses that may fact be recovered from the Parent shall “material,” correct or true in “all material respects,” have a “Material Adverse Change” or “Material Change,” or be $2,100,000; providedor not be “reasonably expected to have a Material Change” (or other words or phrases of similar effect or impact) in order for such condition, however, that the maximum amount event or state of indemnifiable Losses -------- ------- that may facts to cause such representation or warranty to be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserinaccurate.

Limits on Indemnification. No amount (a) The Seller shall be payable ------------------------- by the Stockholders or the Parent pursuant to have no liability under Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to 9.02 for any claim for indemnifiable Losses made by indemnification in respect of Purchaser Indemnified Parties’ Losses, and the Parent pursuant to Purchaser shall not have any liability under Section 6.02(a)9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) which individually (except that if the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result series of any breach by such Stockholder of related Losses, then in the representation and warranty contained in Section 2.02(caggregate) as applied to are less than $100,000 (the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, “De Minimis Amount”) (provided that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach amount of any Loss with respect to such individual claim, or series of related Losses exceeds the De Minimis Amount, subject to the limitations in (ii), indemnification shall be made from the first dollar of Losses resulting from such claim not withstanding that any individual claim may involve a Loss of less than the De Minimis Amount), and (ii) until the aggregate amount of the representationrespective Indemnified Parties’ Losses associated with indemnification claims under such Section exceeds $1,000,000 (the “Deductible Amount”), warranty or covenant that gave rise to after which the Indemnifying Party shall be obligated for all such Indemnified Parties’ Losses, and not only the portion of such Losses resulted from exceeding the Deductible Amount. The aggregate liability of the Indemnifying Party under Section 9.02 shall not exceed $80,000,000 (the “Cap”). The aggregate liability of the Indemnifying Party under Section 9.03 shall not exceed the Cap. The provisions of this Section 9.04 shall not apply with respect to indemnification: (x) under Section 6.17(d), Sections 9.02(b) to 9.02(g), or arose out Section 9.03(b); or (y) for Taxes (including pursuant to Article VII hereof and Article VI of fraud on the part TAHM Share Purchase Agreement). (b) The Seller shall have no liability under Section 9.02 for any claim for indemnification in respect of such Stockholder. Notwithstanding anything Purchaser Indemnified Parties’ Losses, and the Purchaser shall not have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) to the contrary extent that such Losses result solely and exclusively from the Indemnified Party undertaking any action required to be taken pursuant to a covenant or obligation applicable to the Indemnifying Party set forth in this Agreement (including without limitation the Pre-Closing Restructuring or pursuant to the Interim Management Agreement), and (ii) directly resulting from any actions taken by the Indemnifying Party pursuant to and in accordance with any written instruction, consent, approval or waiver given by the Indemnified Party. (c) Notwithstanding any other provision of this Agreement, the maximum amount limitations in Section 9.04(a) shall not qualify or limit the liability of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; providedan Indemnifying Party in relation to: (i) any of those representations and warranties contained in (A) Section 3.01, howeverSection 3.02, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach Section 3.03, Section 3.04, Section 3.11(c) or Section 4.01 hereof, or (B) Clauses 4.1, 4.2, 4.5, 4.6 or 5.1 of the representation and warranty contained in Securities Purchase Agreement, or (C) Section 3.04 shall be an amount equal to 3.01, Section 3.02, Section 3.03 or Section 4.01 of the value on NewCo2 Subscription Agreement, or (D) Section 3.01, Section 3.02, Section 3.03, Section 3.11 or Section 4.01 of the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this TAHM Share Purchase Agreement; providedor (ii) any claim under any representation or warranty that is attributable to fraud, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty willful dishonesty or covenant that gave rise to such Losses resulted from or arose out of fraud willful concealment on the part of the Parent Indemnifying Party. (d) Payments by an Indemnifying Party pursuant to Section 9.02 or Section 9.03 in respect of any Loss shall be limited to the Purchaseramount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, (promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses (net of any reasonable direct related costs incurred by the Indemnified Party in pursuing such claims, including any Taxes on such costs and expenses) for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses); provided that payments in respect of Losses shall not be reduced by this Section 9.04(d) in respect of insurance deductibles actually paid by the Indemnified Party.

Limits on Indemnification. No amount (a) Notwithstanding anything to the contrary contained in this Article VII, Seller shall not be payable ------------------------- by the Stockholders required to indemnify, defend or the Parent hold harmless Buyer Indemnitees against or reimburse Buyer Indemnitees for any Losses: (i) pursuant to Section 6.02(a7.2(a) or 6.02(b)unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, respectively, unless and (B) the aggregate dollar amount of all of Buyer Indemnitees’ Losses which would otherwise be indemnifiable pursuant to under Section 6.02(a) or (b7.2(a), in each case without giving effect to any limitation as applicableto “materiality” or “Material Adverse Effect” set forth therein, exceeds $50,00010,000,000 (in which event Seller shall be liable only for the excess of such Losses over $10,000,000); provided, however, and in addition to the other limitations set forth in this Section 7.3, (A) Seller shall not be required to indemnify, defend or hold harmless Buyer Indemnitees with respect to Losses that relate to a specific Site unless and until the aggregate amount of all of Buyer Indemnitees’ Losses related to such Site exceeds $1,000, in which case Seller shall be liable for the full amount of such Losses from dollar one; and (B) that no individual claim (or series of related claims) for payment of Losses that do not relate to a specific Site shall be payable as provided in Section 6.02. With respect deemed to any claim for indemnifiable be Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify 7.2(a) unless and until the Parent only for such portion of such indemnifiable Losses equal to (i) the total aggregate amount of such Losses multiplied by exceeds $1,000, in which case Seller shall be liable for the full amount of such Losses from dollar one; and (ii) a fractionpursuant to Section 7.2(b) unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, and (B) the numerator aggregate amount of all of Buyer Indemnitees’ Losses under Section 7.2(b) exceeds $15,000,000 (in which event Seller shall be liable only for the total number excess of such Losses over $15,000,000); provided, further, with limiting Section 7.3(c) below, that in no event shall the aggregate indemnification liability of Seller under this Agreement exceed the Escrow Shares held by such Stockholder immediately prior to plus the Closing, as set forth on Schedule A hereto, and cash in the denominator of which shall be 1,433,366. Escrow Account. (b) Notwithstanding anything to the contrary contained in this AgreementArticle VII, the maximum amount of indemnifiable Buyer shall not be required to indemnify, defend or hold harmless Seller Indemnitees against or reimburse Seller Indemnitees for any Losses that may be recovered from any Stockholder pursuant to Section 6.02(a7.2(c) unless and until (i) Seller has notified Buyer in writing in accordance with Section 7.4 within the applicable survival period, if any, set forth in Section 7.1, and (ii) the aggregate of all of Seller Indemnitees’ Losses exceeds $5,000,000, in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein (in which event Buyer shall be an amount equal to (x) liable only for the excess of such Losses over $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,3665,000,000); provided, however, that in no event shall the maximum amount aggregate indemnification liability of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be Buyer under this Agreement exceed an amount equal to the value on $75,000,000 (except, in each case, for any breach of Buyer or Parent of Sections 5.12 and 5.13 hereof, which shall not be subject to any limitation set forth in this Section 7.3(b)). (c) After the Closing Date Date, recovery from the Escrow Account shall be Buyer’s sole and exclusive remedy under this Agreement for Losses pursuant to Section 7.2(a) and 7.2(b). (d) The amount of all Parent Shares any Losses that an Indemnified Party recovers under this Article VII shall be net of (i) any amounts which such Indemnified Party actually recovers and Parent Warrants collects from third parties, (ii) any Tax benefits realized attributable or with respect to such Losses and (iii) any insurance proceeds actually received by such Stockholder pursuant Indemnified Party, less any deductibles or retention amounts, co-payments, related premium increases or other payment obligations that directly result from any Losses (including reasonable attorneys’ fees and other costs of collection to this Agreement; providedthe extent not payable or reimbursable by third parties) that relate to or arise from the making of the claim for indemnification. If any Tax benefits are realized after the indemnification period provided herein, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may such Tax benefits shall be recovered from any Stockholder promptly paid to the Indemnifying Party (as defined in the event that the breach Section 7.4(a)) within ten (10) Business Days of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part realization of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserTax benefits.

Limits on Indemnification. No amount (i) Notwithstanding anything herein or in the Contribution Agreement to the contrary, (i) the Class B Limited Partner, the General Partner and the Partnership shall not be payable ------------------------- by the Stockholders or the Parent pursuant obligated to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount provide indemnification for Damages in respect of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses claims made by the Parent pursuant to Subscriber under this Article 8 and Section 6.02(a)5.02 of the Contribution Agreement unless the total of all such Damages shall exceed five hundred thousand dollars ($500,000.00) in the aggregate, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) whereupon the total amount of such Losses multiplied Damages from the first dollar shall be recoverable by the Subscriber in accordance the terms hereof, and (ii) a fractionthe maximum aggregate amount of indemnification that Subscriber may recover under both this Article 8 and Section 5.02 of the Contribution Agreement from the Class B Limited Partner, the numerator General Partner and the Partnership shall not exceed ten million dollars ($10,000,000.00). (ii) Notwithstanding Section 8.2(f)(i), (A) the Subscriber’s sole remedy with respect to a breach of which the Title Representations with respect to a Fund Investment shall be the total number of Shares held by to elect to have such Stockholder immediately prior Fund Investment treated as an Excluded Interest (to the Closingextent such Fund Investment has not been contributed to the Partnership) or to require that the Class B Limited Partner acquire such Fund Investment from the Partnership for an amount equal to (A) the Contribution True-Up Amount paid with respect to such Fund Investment plus any amounts funded by the Class A Limited Partner under Section 4.2(a)(ii) of the Partnership Agreement (which amounts shall be solely distributable to the Class A Limited Partner) plus (B) any amounts funded by the Class B Limited Partner under Section 4.2(a)(ii) of the Partnership Agreement (which amount shall be solely distributable to the Class B Limited Partner) (an amount equal to any distributions received by each of the Class A Limited Partner or Class B Limited Partner from the Partnership under Section 7.5 of the Partnership Agreement solely with respect to Distributions received by the Partnership with respect to such Fund Investment, shall be credited against each of the amounts calculated under clause (A) or clause (B)), and (B) with respect to a breach of the Commitment Representations with respect to a Fund Investment, the Subscriber’s sole remedy shall be to request that the Class B Limited Partner provide the Subscriber with an corrected copy of Schedule 2.06 of the Contribution Agreement and, if such error resulted in the actual capital commitment of the Class B Limited Partner with respect to a Fund Investment being greater than such capital commitment as set forth on Schedule A hereto, and 2.06 of the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Contribution Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) Class B Limited Partner shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior responsible for any contributions to the Closing, as set forth on Schedule A hereto, and Partnership to the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result extent of any breach such additional capital commitment obligation following the contribution by such Stockholder the Subscriber of the representation and warranty contained in Section 2.02(c) as applied its Capital Commitment to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserPartnership.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the : (a) The maximum aggregate amount of indemnifiable Losses that for which Seller may be recovered from any Stockholder pursuant to Section 6.02(a) liable under this ARTICLE XII shall be limited to an amount equal to (x) $2,100,000 multiplied the portion of the Purchase Price actually received by (y) a fraction, Seller at the numerator of which shall be the total number of Shares held by such Stockholder immediately prior Closing pursuant to the ClosingSection 3.3(a)(i), as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount of indemnifiable Losses ----------------- that for which Seller may be recovered liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Stockholder, if such Losses are a result Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of any breach by such Stockholder of the representation and warranty (A) Seller contained in Section 2.02(c5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) as applied (other than with respect to the Shares owned by itCredit Agreement), shall be an amount equal Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the value on Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of all Parent Shares and Parent Warrants received by such Stockholder survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this AgreementAgreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, further, that there shall be no limit on if a claim for indemnification is given in writing by the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in Indemnified Party to the event that the breach Indemnifying Party before expiration of the representationapplicable Survival Period, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in this Agreementthe event the value of Losses pursuant to such claims exceed the Deductible, only the maximum amount value of indemnifiable Losses that may be recovered from in excess of the Parent Deductible shall be $2,100,000considered in applying Section 12.1 to such claims; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent Deductible shall not apply with respect to any claims asserted by any Stockholder if such Losses are Buyer for a result of any breach of the representation Fundamental Representations or the representations and warranty warranties of the Company contained in Section 3.04 shall be an amount equal 4.17 (Taxes). (e) Any payments made to Seller, the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder Company or Buyer pursuant to this Agreement; provided, further, there ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be no limit treated as such by Buyer and Seller on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasertheir Tax Returns.

Limits on Indemnification. (a) No amount shall claim may be payable ------------------------- asserted against any party for breach of any representation or warranty contained in this Agreement unless written notice of such claim is received by such party describing in reasonable detail the Stockholders facts and circumstances with respect to the subject matter of such claim on or prior to May 30, 2007 (the Parent pursuant to Section 6.02(a“Claim Deadline”) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. Notwithstanding the full amount of such Losses foregoing, there shall be payable as provided in Section 6.02. With no Claims Deadline applicable to a claim raised with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(aa breach of Sections 5.2, 5.3(a)-(e), each Stockholder shall indemnify the Parent only 7.4 and 7.11 hereof. In addition, no claim may be asserted against Marriott for such portion breach of such indemnifiable Losses equal to (i) the total amount any of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior CTF’s or Marriott’s representations or warranties to the Closing, as set forth on Schedule A hereto, and extent that the denominator of which shall be 1,433,366. Title Materials contain information that is inconsistent with such representations or warranties. (b) Notwithstanding anything to the contrary contained in this AgreementAgreement with respect to each Fee Property, Target, Leasehold Interest in a Minority Owned Entity: (i) Marriott shall not be liable for any claim for indemnification of $5,000 or less pursuant to Sections 10.1(a), 10.1(b), or 10.3 resulting from any single claim or aggregated claims arising out of the maximum same facts, events or circumstances (the “De Minimus Amount”, (ii) Marriott shall not be liable unless and until the aggregate amount of indemnifiable Losses that which may be recovered from any Stockholder pursuant to Section 6.02(a) Marriott on account of all claims equals or exceeds $50,000 (the “Threshold Amount”), at which time Marriott shall be an amount equal to liable for all such Losses, (xiii) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum aggregate amount of indemnifiable Losses ----------------- that which may be recovered from by Purchaser Indemnified Parties arising out of or relating to the causes set forth in Sections 10.3(a), 10.3(b) or 10.3(c) in relation to any Stockholdersingle Fee Property, if such Losses are Target, Leasehold Interest or in a result of any breach by such Stockholder Minority Owned Entity shall equal fifty percent (50%) of the representation Preliminary Allocated Price in respect of such Fee Property, Target, Leasehold Interest or in such a Minority Owned Entity, as the case may be (the “Indemnification Limit”); and warranty contained in Section 2.02(c(iv) as applied no party hereto shall have any liability under any provision of this Agreement for any punitive, consequential, incidental, special or indirect damages relating to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach or alleged breach of this Agreement or the Ancillary Agreements. Notwithstanding the foregoing, the Indemnification Limit applicable to Losses related to a breach of a representation, warranty or covenant that gave under Sections 5.2 and 5.3(a)-(e) shall be the Preliminary Allocated Price of each Target. (c) For all purposes of this Article 10, “Losses” shall be net of (i) any insurance (other than any self-insured retention program) or other recoveries paid (subject to Section 10.8 by a third party to the Indemnified Party or its Affiliates in connection with the facts, events or circumstances giving rise to the right of indemnification and (ii) any net Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses resulted from or arose out of fraud on (including the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result net present value of any breach of the representation and warranty contained Tax benefit arising in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersubsequent taxable years).

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount No claim may be asserted against any party for breach of any representation, warranty or covenant contained herein, unless written notice of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held claim is received by such Stockholder immediately party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the Closing, as set forth date on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise on which such claim is based ceases to survive as set forth in Section 8(a), in which case such representation, warranty or covenant shall survive as to such Losses resulted from or arose out of fraud on the part of claim until such Stockholder. claim has been finally resolved. (ii) Notwithstanding anything to the contrary contained in this Agreement, Agreement (other than the maximum Working Capital Amount adjustment set forth in Section 2(h)): (u) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Parent Seller under this Article 8 equals or exceeds $500,000 (the “Deductible”), in which case the Seller shall be $2,100,000liable only for the Losses in excess of such amount; provided, however, that (v) the maximum aggregate amount of indemnifiable Losses -------- ------- that which may be recovered from by the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 Buyer Indemnified Parties shall be an amount equal to $6,000,000 (the value on “Indemnification Cap”); (w) the Closing Date of all Parent Shares Buyer Indemnitors shall not be liable to any Seller Indemnified Party for any claim for indemnification unless and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on until the aggregate amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Buyer Indemnitors under this Article 8 equals or exceeds the Deductible, in which case the event that Buyer Indemnitors shall be liable only for the Losses in excess of such amount, and (x) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Seller Indemnified Parties shall be an amount equal to the Indemnification Cap. Notwithstanding the foregoing, (A) any claim of indemnification for any breach of representations and warranties contained in Sections 3(a), 3(b), 3(d)(i), 3(l)(i), 3(n), 3(p), 3(q)(ii), 4(a), 4(b) and 4(d) shall not be subject to the representationIndemnification Cap; (B) any claim of indemnification for (1) any breach of a covenant contained in Section 5(e), 5(f)(i), 5(f)(iii), 5(f)(v), 5(f)(vi) 5(k), 5(l), 5(p)(iv), 5(p)(v), 5(q), Article 6, or Article 8, (2) the Excluded Liabilities or (3) the Assumed Liabilities, shall not be subject to the Indemnification Cap or the Deductible; (C) any claim for indemnification for any breach of a covenant contained in Article 2 shall not be subject to the Indemnification Cap or the Deductible, and (D) if prior to Closing Seller amends, changes or supplements its Disclosure Schedules with regard to a fact, change, event, occurrence, circumstance or other matter requiring such amendment, change or supplement under Section 5(c) (a “Schedule Update Matter”), and the Closing occurs, Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss resulting from a breach of a representation or warranty by a Seller Entity as a result of such Schedule Update Matter to the extent such Schedule Update Matter is disclosed in such amended, changed or covenant that gave supplemented Disclosure Schedules. (iii) For all purposes of this Article 8, “Losses” shall be net of (A) any insurance or other recoveries sought and actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (B) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses resulted from or arose out (including, without limitation, the net present value of fraud on the part of the Parent or the Purchaserany Tax benefit arising in subsequent taxable years).

Limits on Indemnification. No amount All Indemnifiable Costs sought by any ------------------------- party hereunder shall be payable ------------------------- net of any insurance proceeds received by such Person with respect to such claim (less the Stockholders present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Sellers under (i) Sections 3.1, 3.2, 3.3, ------------ --- --- 3.14, or 3.17 hereof (the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless indemnification for which shall expire on the aggregate dollar amount ---- ---- expiration of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(athe applicable statute of limitations) or (bii) Section 3.26 hereof ------------ (the indemnification for which shall expire on June 30, 1998), as applicable, the indemnification provided under this Article VIII for breaches of representations ------------ and warranties contained in Article III hereof shall expire on the first ----------- anniversary of the Closing Date. The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $50,000, whereupon Sellers shall be liable for all amounts in which case the full excess of such amount of such Losses which indemnification may be sought. Notwithstanding the foregoing, in no event shall be payable as the aggregate liability of Sellers to Global exceed [**] except for claims made for any breach of representations and warranties of Sellers under Section 3.1, 3.2, 3.3, 3.14 or ----------- --- --- ---- 3.17 hereof). However nothing in this Article VIII shall limit Global in any way ---- ------------ in exercising or securing any remedies provided in Section 6.02. With by applicable common law with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify conduct of Sellers in connection with this Agreement or in the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, damages that it can recover from the numerator of which shall be Sellers in the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. Notwithstanding anything to the contrary in this Agreementcontained herein, the maximum amount of indemnifiable Losses parties hereto acknowledge and agree that the business engaged in by the Companies may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied adversely affected by (y) a fractionnumerous factors that are outside the control of Sellers and the Companies including, but not limited to, the numerator of which shall following: (i) Product lines handled by the Companies could be made obsolete by another manufacturer/vendor and the total number of Shares held by such Stockholder immediately prior Companies may not have access to the Closingnew technology. (ii) A competitor in the Companies' markets may at any time interrupt or take business from the Companies by offering lower costs, different technology or better services than the Companies. (iii) The business equipment industry is sensitive to changes in the economy and, as set forth on Schedule a result, could be adversely affected by changes in general economics conditions. (iv) A hereto, manufacturer/vendor can incur difficulties delivering products which could adversely affect Companies' ability to meet sales and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder profit objectives. (v) Any customer of the representation Companies could be lost for at least a 12-month period because the Companies are underbid in price competitive situations. (vi) Sales personnel could resign at any time and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value have a negative effect on the Closing Date of all Parent Shares meeting sales and Parent Warrants received by such Stockholder pursuant to this Agreement; providedprofit objectives. The parties acknowledge and agree, further, that there shall it is not their intent for Global to be no limit entitled to Indemnification for Indemnifiable Costs which arise out of adverse effects on the amount of -------- ------- indemnifiable Losses that may be recovered Companies' business resulting from any Stockholder in such factors. Notwithstanding the event foregoing, Sellers have no knowledge that the breach any of the representation, warranty events listed above have occurred or covenant that gave rise to such Losses resulted from or arose out of fraud will occur following the Closing which could result in a Material Adverse Effect on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserCompany.

Limits on Indemnification. No amount Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall be payable ------------------------- by the Stockholders or the Parent not have any obligation to provide indemnification for Losses pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a12.1(a) or (b)) arising out of or related to breaches of representations and warranties referred to therein, as applicable, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $50,000600,000 (the "Basket Amount"), in which case the full amount of such Losses Sellers shall be payable as provided in Section 6.02. With respect liable to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent Buyer Indemnified Parties only for such portion Losses in excess of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder obligation of the representation Sellers to provide indemnification for all Losses pursuant to Section 12.1(a), (b), (c) and warranty contained (d) arising out of or related to breaches of representations and warranties and in Section 2.02(c) as applied respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Shares owned by it, Closing Date shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding the value on foregoing, it is expressly understood and agreed that the Closing Date limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of all Parent Shares and Parent Warrants received by such Stockholder the Sellers to provide indemnification pursuant to this Agreement; providedSection 12.1(e), further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the (f) and (g) or (ii) a breach of the representationrepresentations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) arising out of or related to breaches of representations and warranties referred to therein, warranty or covenant except to the extent that gave rise the aggregate amount of all such Losses pursuant to such Losses resulted from or arose out of fraud on Section exceeds the part of such Stockholder. Notwithstanding anything Basket Amount, in which case Buyer shall be liable to the contrary Sellers only for such Losses in this Agreementexcess of the Basket Amount, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that any materiality or material adverse effect qualification in any such representation or warranty shall be disregarded solely for purposes of calculating the maximum amount magnitude of indemnifiable Losses -------- ------- that may be recovered resulting from the Parent by any Stockholder if such Losses are a result of any breach of such representation or warranty to determine whether the representation Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 12.2(a) and warranty contained (b) arising out of or related to breaches of representations and warranties and in Section 3.04 respect of covenants and agreements to be performed by Buyer prior to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the value limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until the second anniversary of the Closing Date; provided that (i) the representations and warranties set forth in Sections 4.2, 4.5, 4.13 and 5.2 shall survive indefinitely and without limitation, (ii) the representations and warranties set forth in Section 4.12 shall survive until the expiration of the statute of limitations applicable to the matters covered thereby and (iii) all Environmental Representations shall survive until the earlier of the fifth anniversary of the Closing Date or the expiration of all Parent Shares and Parent Warrants received by such Stockholder pursuant the statute of limitations applicable to this Agreement; providedthe matters covered thereby. Notwithstanding the foregoing, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach a Change of Control of the representationCompany occurs at any time after the Closing, warranty all Environmental Representations, and rights to indemnification in respect thereof, shall terminate and cease to be of any further force or covenant that gave rise to such Losses resulted from or arose out of fraud effect on the part later of (i) the date of such Change of Control and (ii) the third anniversary of the Parent Closing Date. (d) Other than in respect of Claims based upon actual fraud, the indemnification provisions of this Article XII shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations and warranties that survive the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the Purchasertransactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the maximum aggregate amount of indemnifiable Losses under that may be recovered section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount all amounts of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder exceed 1% of the representation and warranty contained in Section 2.02(cPurchase Price; (ii) as applied except with respect to claims relating to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this AgreementSeller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be Seller is an amount equal to 20% of the value on Purchase Price; (iii) the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the maximum aggregate amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach of the representation, warranty or covenant that gave gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses resulted from for any punitive, incidental, consequential, special or arose indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claim. (d) Buyer is not entitled to indemnification under this Article 6 arising out of fraud on breach of representations or warranties made in this Agreement by the part Seller, to the extent Buyer, or any of the Parent Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the Purchaserdate the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. No amount (a) The Parent Indemnified Parties shall not be entitled to indemnification for Losses arising under SECTION 9.1(A)(I), unless and until the aggregate of such Losses exceed $20,000, and then Parent Indemnified Parties shall be payable ------------------------- entitled to indemnification for all such Losses, not just the amount in excess of $20,000. (b) The Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under SECTION 9.1(B)(I), unless and until the aggregate of such Losses exceed $20,000, and then Stockholder Indemnified Parties shall be entitled to indemnification for all such Losses, not just the amount in excess of $20,000. (c) Except for Losses based on fraud or willful misconduct or Losses arising under SECTIONS 9.1(a)(ii) OR 9.1(a)(iii) (with respect to which there will be no limitation), all indemnification claims by the Stockholders or Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and subject to the provisions of the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent pursuant to Section 6.02(ain payment of any Losses shall be determined by dividing (i) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise such Losses, by (ii) the Parent Average Price, rounded to the nearest share. Escrow Shares shall be indemnifiable forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 6.02(athe provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Except for Losses based on fraud or (bwillful misconduct or Losses arising under SECTION 9.1(b)(ii), as applicable, exceeds $50,000Parent's indemnification obligations hereunder shall be limited, in which case the full aggregate, to an amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses Parent Shares multiplied by (ii) a fractionthe Parent Average Price. (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the numerator form of which the forfeiture of Escrow Shares pursuant to this Section shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, sole and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder exclusive remedy of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of Indemnified Parties for any breach of the representation and warranty representations or warranties of the Company or Stockholders contained in Section 3.04 shall be an amount equal to the value this Agreement. (f) Notwithstanding any other provision of this Agreement, except for Losses based on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder fraud or willful misconduct, indemnification pursuant to this Agreement; provided, further, there Article shall be no limit on the amount sole and exclusive remedy of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the Stockholder Indemnified Parties for any breach of the representation, warranty representations or covenant that gave rise to such Losses resulted from or arose out warranties of fraud on the part of the Parent or the Purchasercontained in this Agreement.

Limits on Indemnification. No amount (a) The right to indemnification, payment of Losses or other amounts pursuant to this Agreement or other remedy based upon any representation, warranty, covenant, obligation or other provision contained in this Agreement shall not be payable ------------------------- affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the Stockholders execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, obligation or other provision or the Parent pursuant waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, obligation or other provision, and will not affect the right to Section 6.02(a) indemnification or 6.02(b)the right to receive any other payments based on such representations, respectivelywarranties, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or covenants, obligations and other provisions. (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) unless and until the maximum aggregate amount of indemnifiable Losses that may be recovered from any Stockholder Seller equals or exceeds $20,000 (the “Indemnification Basket”), in which case Seller shall only be obligated to indemnify such Buyer Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; and the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties pursuant to Section 6.02(a8.2(a) shall be an amount equal to $720,000 (the “Cap”); provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) $2,100,000 multiplied by any Fundamental Representation of Seller, or (y) a fraction, any representation and warranty that was made by Seller fraudulently. Seller shall not be liable to any Buyer Indemnified Parties for indemnification under Section 8.2(a) in an aggregate amount greater than the numerator of which shall be Purchase Price (the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366“Fundamental Cap”); provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from limitation in this sentence shall not apply to any Stockholder, if such Losses are a result inaccuracy in or breach of any breach by such Stockholder of the representation and warranty contained in Section 2.02(cthat was made by Seller fraudulently. (c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary contained in this Agreement, : (i) Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 8.3(a) unless and until the maximum aggregate amount of indemnifiable Losses that may be recovered from Buyer equals or exceeds the Parent Indemnification Basket, in which case Buyer shall only be $2,100,000obligated to indemnify such Seller Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; provided, however, that and (ii) the maximum aggregate amount of indemnifiable Losses -------- ------- that which may be recovered from by the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Seller Indemnified Parties pursuant to Section 3.04 8.3(a) shall be an amount equal to the value on Cap; provided, that the Closing Date limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of all Parent Shares (x) any Fundamental Representation of Buyer, or (y) any representation and Parent Warrants received warranty that was made by such Stockholder Buyer fraudulently. Buyer shall not be liable to any Seller Indemnified Parties for indemnification under Section 8.3(a) in an aggregate amount greater than the Fundamental Cap; provided, that the limitation in this sentence shall not apply to any inaccuracy in or breach of any representation and warranty that was made by Buyer fraudulently. (d) For purposes of (i) determining whether a breach of or inaccuracy in a representation or warranty has occurred pursuant to this Agreement; provided, further, there shall be no limit on Agreement and (ii) calculating the amount of -------- ------- indemnifiable Losses that may be recovered arising from the Parent in the event that the a breach of or inaccuracy in any representation and warranty for which an Indemnified Party is entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement shall be read without giving effect to the representationwords “material”, warranty “Material Adverse Effect”, “in any material respect”, “in all material respects” and similar phrases or covenant that gave rise qualifiers (and shall be treated as if such words were deleted from such representation or warranty). (e) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to collect such insurance proceeds and less increases in premiums attributable to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaseramounts.

Limits on Indemnification. No amount (a) Notwithstanding anything contained in the Transaction Documents to the contrary, neither the Stockholders nor the Company shall be payable ------------------------- by obligated to indemnify, defend or hold harmless any Parent Indemnified Party with respect to any Losses from any Claim or Claims under Section 9.2(a)(i) except to the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless extent that the aggregate dollar amount of Losses from all Losses which would otherwise be indemnifiable pursuant to Section 6.02(aClaims exceed $100,000 (the “Basket Amount”) or (b), as applicable, exceeds $50,000, in which case the Parent Indemnified Party shall be entitled to be indemnified against the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by (and not merely the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) exceeding $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366100,000); provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied Basket Amount shall not apply to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation following representations and warranty contained warranties: Section 4.1 (Authority; Authorization; Enforceability), Section 4.7 (Capitalization), Section 4.13 (Intellectual Property), Section 4.15 (Taxes), Section 4.19 (Employee Benefits; ERISA), Section 4.28 (Internal Controls), and Section 4.29 (Propriety of Past Payments). (b) None of the limitations set forth in Section 3.04 9.1 or this Section 9.4 shall apply in the case of indemnification for Pre-Closing Taxes or any Losses or other indemnification matter based upon, arising out of, or relating to willful or intentional misrepresentations, fraud or criminal matters. (c) Except as provided in Section 9.4(b), in no event shall (i) the total indemnity obligation of all of the Stockholders exceed the Merger Consideration or (ii) the individual indemnity obligation of any particular Stockholder exceed the portion of the Merger Consideration payable to such Stockholder. (d) The amount of any Losses for which indemnification is provided under this Article 9 shall be an amount equal to (i) net of any amounts actually recovered by the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise Claiming Party under any insurance policy with respect to such Losses resulted and (ii) net of any amounts actually recovered from any third person (by contribution, indemnification or arose out of fraud on the part of the Parent or the Purchaserotherwise) with respect to such Losses.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable by Seller pursuant to Section 9.2(a)(i) until the aggregate amount of all claims for Damages brought by the Buyer Indemnified Parties that are indemnifiable pursuant to such Section exceeds $750,000 (the “Deductible Amount”), and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the maximum Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (b) no amount shall be payable by Buyer pursuant to Section 9.2(b)(i) until the aggregate amount of all claims for Damages brought by the Seller Indemnified Parties that are indemnifiable Losses that pursuant to such Section exceeds the Deductible Amount and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Buyer of its representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability) and Section 4.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from any Stockholder Seller (i) pursuant to Section 6.02(a9.2(a)(i) shall be an amount equal to Five Million Dollars (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto5,000,000), and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in (ii) pursuant to Section 2.02(c9.3(a)(i) as applied to the Shares owned by it, or 9.3(a)(ii) shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this AgreementFixed Payment; provided, furtherthat, that there the indemnity cap set forth in clause (i) shall not apply to Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be no limit on indemnified against in their entirety (and shall not be subject to such indemnity cap); (d) the maximum aggregate amount of -------- ------- indemnifiable Losses that Damages for which indemnity may be recovered by the Seller Indemnified Parties from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise Buyer (i) pursuant to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent Section 9.2(b)(i) shall be an amount equal to Five Million Dollars ($2,100,000; provided5,000,000), however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in (ii) pursuant to Section 3.04 9.3(b) shall be an amount equal to the value on Fixed Payment; (e) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in (i) the Financial Statements that are specifically identified with respect thereto, or (ii) the Closing Date of all Parent Shares Balance Sheet and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on taken into account in determining the Buyer Note Amount; (f) the amount of -------- ------- indemnifiable Losses that may any Damages claimed by any Buyer Indemnified Party hereunder shall be recovered from net of any net cash proceeds of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the Parent realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under this ARTICLE IX, all payments shall be reduced by any Tax benefit recognized by the Indemnified Party on account of the underlying claim. A Tax benefit will be considered to be recognized by the Indemnified Party for purposes of this Section 9.4(h) in the event Tax Period in which the indemnity payment occurs; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Damages subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the breach grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserapplicable insurance policy.

Limits on Indemnification. No amount shall be payable Except for any claims for breach of ------------------------- by the representations and warranties of the Stockholders under Sections 3.1, 3.2, ------------ --- 3.3, 3.17 or 3.29 hereof (the Parent pursuant to Section 6.02(a) or 6.02(bindemnification for which shall expire on the --- ---- ---- expiration of the applicable statute of limitations), respectively, unless the indemnification provided under this Article VIII shall expire twelve (12) months from the ------------ Closing Date. The Stockholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, indemnification ------------ obligation hereunder exceeds $50,000, whereupon the Stockholders shall only be liable for all amounts in which case the full amount excess of such Losses $50,000 for which indemnification may be sought. Notwithstanding the foregoing, in no event shall any Stockholder have any liability to the Buyer in excess of their allocable portion of fifteen percent (15%) of the Adjusted Purchase Price (except for claims made for any breach of the representations and warranties of the Stockholders under Sections -------- 3.1, 3.2, 3.3, 3.17 or 3.29 hereof, for which no such limitation on the --- --- --- ---- ---- Stockholders' indemnification obligations shall apply). In addition, any Stockholder shall only be payable as liable for breaches of the representations and warranties contained in Sections -------- 3.7 through 3.27 to the extent such Stockholder had actual knowledge of such --- ---- breach. However, nothing in this Article VIII shall limit the Buyer in any way ------------ in exercising or securing any remedies provided in Section 6.02. With by applicable common law with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder conduct of the representation and warranty contained Stockholders in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to connection with this Agreement; provided, further, that there shall be no limit on Agreement or in the amount of -------- ------- indemnifiable Losses damages that may be recovered it can recover from any Stockholder the Stockholders in the event that the breach of the representation, warranty Buyer successfully proves intentional fraud or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary intentional fraudulent conduct in connection with this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount (a) Other than with respect to any indemnification claim made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.11, or any claim for fraud or intentional misrepresentation, or any claim for payment obligations under Section 2.5, for all of which the limitations set forth in this Section 7.3 do not apply, no claim for indemnification shall be payable ------------------------- by the Stockholders or the Parent pursuant to brought under Section 6.02(a) or 6.02(b), respectively, 7.2 unless the aggregate dollar amount of all Losses under Section 7.2 are greater than $100,000 (the “Minimum Basket”) at which would otherwise ▇▇▇▇ ▇▇▇▇▇▇ shall be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case liable for all indemnity claims made by Buyer Indemnities for the full amount of all Losses in excess of such Losses Minimum Basket. No claim for indemnification shall be payable brought under Section 7.4 unless the aggregate amount of all Losses for which indemnification may be sought under Section 7.4 exceeds the Minimum Basket and Buyer shall be liable for all such indemnity claims made by a Seller Indemnitee for the full amount of all Losses in excess of the Minimum Basket. (b) Notwithstanding any provision of this Agreement to the contrary and except for fraud or intentional misrepresentation and Losses arising out of the Excluded Liabilities, the Buyer Indemnitees shall not be entitled to seek indemnification pursuant to this Article VII for any Losses in excess of $7,125,000 in the aggregate (the “Indemnification Cap”). (c) In the event that an insurance or other recovery is made by any Indemnitee (as provided in Section 6.02. With defined herein) with respect to any claim Loss for indemnifiable Losses made by the Parent which any such Indemnitee has already been indemnified and paid hereunder or paid pursuant to a suit, action or proceeding pursuant to Section 6.02(a)7.7 hereof, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses then a payment equal to (i) the total aggregate amount of such Losses multiplied by the recovery (ii) a fractionnet of all direct collection expenses, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, Minimum Basket and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(arelated insurance premiums) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior made promptly to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Indemnitor; provided, however, that the maximum amount of indemnifiable parties acknowledge that neither party has any obligation to obtain insurance (or assign any insurance policy that is already in existence). (d) Except for Losses ----------------- that may recovered by a third party under this Article VII, no party shall be recovered from liable to any Stockholderother party for any punitive or exemplary damages, if unless such Losses are result from a result claim based on fraud or intentional misrepresentation. (e) Any Loss for which any Buyer Indemnified Party or Seller Indemnified Party is entitled to indemnification under this Article VI shall be determined without duplication of any breach recovery by such Stockholder reason of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date state of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave facts giving rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are Loss constituting a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the more than one representation, warranty warranty, covenant or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaseragreement.

Limits on Indemnification. No Notwithstanding anything contained in this Article VI or elsewhere in this Agreement to the contrary: (a) Sellers shall not have any obligation to indemnify Buyer with respect to any Claim unless and until Buyer shall have incurred Losses in an aggregate amount in excess of $50,000 (the "Stipulated Amount") in which event Buyer shall be payable ------------------------- by entitled to be indemnified for all of its Losses commencing at $1; provided that the Stockholders or foregoing limitation shall not apply to the Parent pursuant to obligations of Sellers under Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or 4.10. (b)) Buyer shall have no obligation to indemnify Sellers with respect to any Claim unless and until the Sellers shall have incurred Losses in an aggregate amount in excess of the Stipulated Amount in which event Sellers shall be entitled to be indemnified for all of their Losses commencing at $1; provided that the foregoing limitation shall not apply to the obligations of Buyer under Sections 1.3, as applicable4.10, exceeds $50,000the Downpayment Note, the Absolute Note, the Contingent Note or in connection with any obligation of Buyer to pay or indemnify any Seller with respect to any Guarantor Debt. (c) The liability hereunder of any Seller shall at no time exceed the portion of the Purchase Price then remaining payable to such Seller. (d) The liability hereunder of Buyer shall at no time exceed the Purchase Price, except (i) with respect to any Buyer's Conduct Claim, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on Buyer's obligation to indemnify Sellers, or (ii) with respect to Buyer's or the Company's failure to pay the Guarantor Debt as and when due, in which case the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that Guaranty Indemnity Cap is the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no sole limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise Buyer's obligation to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserindemnify Sellers.

Limits on Indemnification. No amount Indemnitor's liability under this Section 13 shall be payable ------------------------- by the Stockholders or the Parent pursuant limited as follows: 13.4.1 Except with respect to Section 6.02(a) or 6.02(bCarve-Outs (as defined below), respectivelythe Buyer Indemnified Parties, on the one hand, and the Microserv Indemnified Parties, on the other hand, shall not be entitled to be indemnified for Losses under this Section 13 unless the aggregate dollar amount of all such Losses arising hereunder for which would otherwise be indemnifiable pursuant to Section 6.02(a) indemnification liability would, but for this proviso, exist equals or (b)exceeds $70,000; provided, however, that at such time as the aggregate of such Losses equals or exceeds $70,000, the Buyer Indemnified Parties or Microserv Indemnified Parties, as applicablethe case may be, exceeds $50,000, in which case shall be entitled to be indemnified against the full amount of such Losses that have been incurred or suffered by such parties (and not merely the portion in excess of $70,000). For purposes of this Agreement, a "Carve-Out shall mean (i) an Indemnification Matter (where a Buyer Indemnified Party is the Indemnitee) involving (a) intentional misrepresentation or fraud, (b) failure of the Selling Shareholders to deliver to Buyer at Closing shares of Company Common Stock representing 100% of the issued and outstanding capital stock of the Company (exclusive of claims related to title which are addressed in Section 13.4.2(b) hereof), or (c) Taxes, and (ii) an Indemnification Matter (where a member of the Microserv Group is an Indemnitee) involving intentional misrepresentation or fraud. (a) Subject to Section 13.4.2(b), each Selling Shareholder shall be payable responsible for a portion of each indemnification claim made by a Buyer Indemnified Party equal to his or its Ownership Interest multiplied by the dollar amount of the applicable claim. (b) Notwithstanding anything contained in this Section 13 to the contrary, with respect to a claim that certain shares of Company Common Stock were delivered to Buyer without good and marketable title, free and clear of any Encumbrance, the applicable Selling Shareholder(s) whose shares of Company Common Stock are the subject of the claim shall be solely liable as provided an indemnitor and no other Selling Shareholder shall have any obligation as an indemnitor in Section 6.02. With respect thereof. 13.4.3 The amount of indemnification to be paid by an Indemnitor shall be reduced by the receipt by the Indemnitee, with respect to any claim Losses for indemnifiable Losses made by the Parent pursuant to Section 6.02(a)which indemnification is sought, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by any tax benefit and (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary any insurance proceeds received in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part respect of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserLosses.

Limits on Indemnification. (a) No amount shall claim may be payable ------------------------- by the Stockholders asserted against either party for breach of any representation, warranty or the Parent pursuant to Section 6.02(a) or 6.02(b), respectivelycovenant contained herein, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount written notice of such Losses shall be payable as provided claim is received by such party, describing in Section 6.02. With reasonable detail the facts and circumstances with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion subject matter of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately claim on or prior to the Closing, as set forth date on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise on which such claim is based ceases to survive as set forth in Section 9.1, in which case such representation, warranty or covenant shall survive as to such Losses resulted from or arose out of fraud on the part of claim until such Stockholder. claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum Sellers shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Sections 9.2(a) and (b) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Parent Sellers equals or exceeds $5,000,000, as this amount may be reduced from time to time as provided in Section 2.6 of the Indemnification Agreement (as so reduced, the "Basket Amount"), in which case the Sellers shall be $2,100,000liable only for the Losses in excess of the Basket Amount (i.e., claims pursuant to Section 9.2(a) are subject to a one-time deductible equal to the Basket Amount); provided, however, that the maximum amount of indemnifiable no Losses -------- ------- that may be recovered from the Parent claimed by any Stockholder if such Buyer Indemnified Party or shall be reimbursable by the Sellers or shall be included in calculating the aggregate Losses are for purposes of this clause (i) other than Losses in an amount that exceeds $50,000 resulting from any single claim or aggregated claims arising out of the same or related facts, events or circumstances (the "Minimum Loss Amount"; it being understood that any Losses that do exceed the Minimum Loss Amount will be recoverable in full – i.e., the Minimum Loss Amount is a result filter but not a deductible); and provided further, however, that claims for indemnification: (A) for breaches of any breach of the representation and or warranty contained in Section 3.04 3.18 or (B) provided by Article VI with respect to income taxes (it being agreed that any claims for indemnification for any Taxes, other than income taxes and withholding taxes and all interest, penalties and expenses relating thereto, shall be an amount equal subject to the value on Basket Amount and Minimum Loss Amount) shall not be subject to any of the limitations set forth in this Section 9.5(b)(i); (ii) the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer was compensated for such Loss in the calculation of the adjustment of the Base Purchase Price, if any, as finally determined pursuant to Section 2.7; and (iii) no party hereto shall have any liability under Sections 9.2 or 9.3 of this Agreement for any punitive, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. (c) For all purposes of this Article IX, "Losses" shall be net of the actual dollar benefit payable to the Buyer or the affected Subsidiaries pursuant to any insurance or other recoveries payable under the Insurance Polices (or replacements thereof) obtained by the Sellers, the Targets or the Subsidiaries prior to the Closing, for which all premiums were either paid in full prior to the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant or reflected as an "Other Liability," to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from Indemnified Party or its Affiliates in connection with the Parent in the event that the breach of the representation, warranty or covenant that gave facts giving rise to such Losses resulted from the right of indemnification. The Buyer and the Sellers shall, or arose out of fraud on shall cause the part of applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under all Insurance Policies (or replacements thereof) obtained by the Parent Sellers, the Targets or the PurchaserSubsidiaries prior to the Closing, for which all premiums were either paid in full prior to the Closing or reflected as an "Other Liability," covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder.

Limits on Indemnification. No amount A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the party against whom it is made no later than sixty (60) days after expiration of said period. The Purchaser agrees to give to the Seller reasonable notice of any claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Seller shall not be payable ------------------------- by liable for or with respect to the Stockholders or the Parent pursuant to Section 6.02(afirst Five Thousand Dollars ($5,000) or 6.02(b), respectively, unless of the aggregate dollar amount of all Losses such damages and liabilities (including related costs and expenses) for which Seller, but for this sentence, would otherwise be indemnifiable liable under this Agreement or any certificate or instrument furnished to Purchaser pursuant to Section 6.02(a) or hereto (bhereinafter the “Basket”), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that in the maximum event the aggregate amount of indemnifiable Losses ----------------- that may be recovered from any Stockholderall such damages and liabilities exceed the Basket, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, Seller shall be an amount equal to liable for all such damages and liabilities (including related costs and expenses) from the value on first dollar notwithstanding the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this AgreementBasket; provided, further, that there the Basket shall not apply to (i) any claim of Purchaser relating to any intentional misrepresentation by or on behalf of any Seller or the Company, (ii) any claim relating to any liability of Purchaser for any liability to be no limit on retained or paid by the amount Seller pursuant to the terms of -------- ------- indemnifiable Losses that may be recovered from this Agreement or any Stockholder in the event that the Schedule or Exhibit hereto, (iii) a breach of the representation, warranty any obligation or covenant that gave rise to such Losses resulted from of Seller hereunder or arose out of fraud on any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by it in connection herewith or the part of such Stockholder. Notwithstanding anything to the contrary Closing hereunder, or (iv) any inaccuracy or incorrectness in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and or warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided3.02, further3.03, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser3.30 hereof.

Limits on Indemnification. No amount (a) De minimis Amount and Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the PSI Indemnified Parties shall not be payable ------------------------- by the Stockholders or the Parent entitled to indemnification hereunder with respect to any Losses pursuant to Section 6.02(a) or 6.02(b)7.1, respectivelyabove, unless and until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(afrom a single claim of indemnification exceeds Ten Thousand Dollars ($10,000) (the “De minimis Amount”) (it being understood that if a common or (b)related set of occurrences, as applicableevents or set of facts results in Losses, exceeds $50,000, in which case the full amount of then such Losses shall be payable as provided aggregated for purposes of determining whether the De minimis Amount has been satisfied) and unless and except to the extent that the aggregate Losses from all claims with respect thereto in Section 6.02. With respect to any claim for indemnifiable Losses made by excess of the Parent pursuant to Section 6.02(aDe minimis Amount exceed, in the aggregate, Two Hundred Thirty Thousand Dollars ($230,000) (the “Basket Amount”), each Stockholder and then indemnification hereunder shall indemnify be only to the Parent only extent such Losses exceed the Basket Amount. The parties agree that the De minimis Amount is to serve as a “trigger” for indemnification (and not a deductible) and the Basket Amount is to serve as a “deductible”. Notwithstanding the foregoing, the De Minimis Amount and the Basket Amount shall not apply to limit the indemnification to which the PSI Indemnified Parties may be entitled for Losses to the extent that such portion Losses arise out of such indemnifiable Losses equal or relate to (i) the total amount any misrepresentation or breach of such Losses multiplied by any Fundamental Representation, (ii) a fraction, any misrepresentation or breach of the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as representations and warranties set forth on Schedule A heretoin Section 3.14 (Taxes), and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a(iii) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach of a covenant or agreement made or to be performed by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder Seller or Shareholders pursuant to this Agreement; provided, further(iv) any claim based upon fraud, (v) any Pre-Closing Taxes or Taxes relating to the Reorganization or any Excluded Liability that there shall be no limit on is not satisfied in full at the amount of -------- ------- indemnifiable Losses that may be recovered from Closing, (vi) any Stockholder in the event that the breach of the representationmatters set forth on Exhibit 7.1(e), warranty or covenant that gave rise (vii) any Excluded Environmental Matters (the matters referred to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreementclauses (i) through (vii), collectively, the maximum amount of indemnifiable Losses that may be recovered from “Excluded Items”) or (viii) the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserReorganization.

Limits on Indemnification. No amount (a The Purchaser's remedies with respect to Losses specified in Section 5.2 shall be payable ------------------------- satisfied first by the Stockholders or assertion of its rights under the Parent pursuant to Section 6.02(aEscrow Agreement in respect of the Escrow Shares; provided, however, that if (i) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as in excess of the amount of the Escrow Shares or (ii) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to which the Purchaser is entitled to indemnification pursuant to Section 5.2(b) or (c), then the Sellers shall be obligated to indemnify the Purchaser in respect of all such Losses not satisfied by delivery to the Purchaser of Escrow Shares to the extent provided in this Article V. The Purchaser shall be entitled to assert its rights hereunder and under the Escrow Agreement in respect of the Escrow Shares with respect to the full amount of any and all of its Losses under Section 6.02. With 5.2, irrespective of the several nature of the Sellers' obligations under this Agreement. (b The Sellers shall not have any obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to any claim for indemnifiable Losses made by specified therein unless and until the Parent pursuant to Purchaser shall have incurred Losses under Section 6.02(a), each Stockholder shall indemnify 5.2 in an aggregate amount in excess of Fifty Thousand ($50,000) Dollars in which event the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which Purchaser shall be the total number entitled to be indemnified for all of Shares held by such Stockholder immediately prior its Losses subject to the Closing, as set forth on Schedule A hereto, and the denominator provisions of which shall be 1,433,366Section 5.5(a) above. Notwithstanding anything to the contrary As used in this Agreement, "Losses" shall be determined after giving effect to the maximum amount receipt by the Indemnitee of indemnifiable Losses that may be recovered from any Stockholder insurance proceeds relating to such Loss. (c The Purchaser shall not have any obligation to indemnify the Sellers pursuant to Section 6.02(a5.3(a) hereof with respect to any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.3 in an aggregate amount in excess of Fifty Thousand ($50,000) Dollars in which event the Sellers shall be an amount equal entitled to be indemnified for all of their Losses. (xd Notwithstanding anything else contained herein to the contrary, each Seller's obligation to indemnify the Purchaser pursuant to Section 5.2(a) $2,100,000 multiplied by (y) a fraction, hereof with respect to Losses specified therein shall not exceed the numerator value of such Seller's MSGI Stock and CIA Common Stock as determined on the date for which indemnification shall be the total number of Shares held by such Stockholder immediately prior to the Closingdemanded hereunder, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that (i) if such Seller has sold any of his MSGI Stock and/or CIA Stock prior to such date, then, in the maximum amount case of indemnifiable Losses ----------------- such shares that were sold, such value shall be deemed to equal the proceeds received upon the sale or sales thereof; and (ii) any such obligation of a Seller to indemnify the Purchaser may be recovered from any Stockholdersatisfied by delivery of such Seller's shares of MSGI Stock and/or CIA Stock having a value, if such Losses are a result of any breach by such Stockholder of determined on the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, date for which indemnification shall be an amount demanded hereunder, equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholderindemnification demand. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserss.

Limits on Indemnification. No amount shall Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be payable ------------------------- by limited as follows: (a) With respect to claims and liability of the Stockholders or the Parent pursuant to Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or 6.02(bresulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this Section 6.04(a)(ii) shall first be satisfied from the Indemnity Shares. The Company Stockholders will be liable, if at all, on a several (and not joint) basis in accordance with their respective Pro Rata Share (as set forth in the Payment Spreadsheet). (b) With respect to claims and liability of Parent, respectivelyif any, unless under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to [***]. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a[***]. (c) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreementcontained herein, the maximum Parent Indemnified Parties shall not be entitled to indemnification for Losses under Section 6.02(a) through Section 6.02(h) (except for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of any Company Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an underlying such claims equals or exceeds a dollar amount equal to USD$[***] (x) $2,100,000 multiplied by (y) a fractionthe “Deductible”), and then the numerator of which Parent Indemnified Parties shall be entitled to indemnification for the total number amount of Shares held by all such Stockholder immediately prior Losses in excess of the Deductible subject to the Closinglimitation provided for in Section 6.04(a). The Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, as set forth on Schedule A heretowillful misconduct or intentional misrepresentation, and except for claims for breaches of any Parent Fundamental Representation) unless and until the denominator of which shall be 1,433,366; provided, however, that the maximum aggregate amount of indemnifiable Losses ----------------- that may be recovered from any Stockholderunderlying such claims equals or exceeds the Deductible, if such Losses are a result of any breach by such Stockholder of and then the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, Company Indemnified Parties shall be an amount equal entitled to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on indemnification for the amount of -------- ------- indemnifiable all such Losses that may be recovered from any Stockholder in the event that the breach excess of the representationDeductible subject to the limitation provided for in Section 6.04(b). (d) For purposes of this Article VI, warranty the representations and warranties of the Company and the Company Stockholders shall not be deemed qualified by any references to any materiality, Company Material Adverse Effect or covenant that gave rise other similar qualification contained in or otherwise applicable to such Losses resulted from representation or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserwarranty.

Limits on Indemnification. No amount (a) Concentra shall be payable ------------------------- by the Stockholders or the Parent pursuant not have any obligation to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With indemnify Buyer Indemnitees with respect to any claim for indemnifiable Buyer Indemnifiable Losses made by the Parent pursuant to arising under Section 6.02(a12.2(a)(i) and Section 12.2(a)(iii), each Stockholder until Buyer Indemnitees shall indemnify first have suffered aggregate Buyer Indemnifiable Losses in excess of $3,875,000 (the Parent only for such portion of such indemnifiable Losses equal “Basket”) (at which point, subject to (i) the total amount of such Losses multiplied by (ii) a fractionlimitations set forth in this ARTICLE XII, the numerator of which Concentra shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses in excess of the total number Basket); provided, however, Concentra shall not have any obligation to indemnify Buyer Indemnitees with respect to any individual Buyer Indemnifiable Losses of Shares held by less than twenty thousand dollars ($20,000) each, and such Stockholder immediately prior Buyer Indemnifiable Losses shall not be counted toward the Basket; provided, further, that, for purposes of determining whether an Buyer Indemnifiable Loss exceeds twenty thousand dollars ($20,000), all Buyer Indemnifiable Losses arising out of or related to the Closing, as set forth on Schedule A hereto, and the denominator same event or circumstance or a series of which related events or circumstances shall be 1,433,366treated as one Buyer Indemnifiable Loss. Notwithstanding the foregoing to the contrary, claims asserted under Section 12.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Class I Fundamental Representation or asserted under the remaining provisions of Section 12.2(a) (except Section 12(a)(iii)) shall not be subject to the Basket and shall not otherwise count in determining if the Basket has been met. (b) Notwithstanding anything to the contrary contained herein, (i) the aggregate liability of Concentra and the Sellers for Buyer Indemnifiable Losses arising under (A) Section 12.2(a)(i), excluding claims asserted under Section 12.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Class I Fundamental Representation, and (B) Section 12.2(a)(iii), shall not exceed $38,750,000 and (ii) the aggregate liability of Concentra and the Sellers for Buyer Indemnifiable Losses arising under Section 12.2(a)(i) and Section 12.2(a)(ii) shall not exceed the Purchase Price. (c) Coventry and Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 12.2(b)(i) until Seller Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of the Basket (at which point, subject to the limitations set forth in this AgreementArticle XII, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) Coventry and Buyer shall be an amount equal obligated to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by indemnify Seller Indemnitees for all such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Seller Indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder in excess of the representation and warranty contained in Section 2.02(cBasket). (d) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreementcontained herein, (i) the maximum amount aggregate liability of indemnifiable Coventry and Buyer for Seller Indemnifiable Losses that may be recovered arising under Section 12.2(b)(i), excluding claims asserted under Section 12.2(b)(i) for Seller Indemnifiable Losses arising from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the a representation and or warranty contained in Section 3.04 5.1 or Section 5.2 (only as to corporate authority), shall not exceed $38,750,000 and (ii) the aggregate liability of Coventry and Buyer for Seller Indemnifiable Losses asserted under Section 12.2(b)(i) arising from a breach of a representation or warranty contained in Section 5.1 or Section 5.2 (only as to corporate authority) and Section 12.2(b)(ii) shall not exceed the Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from intentional or fraudulent misrepresentation with respect to any of the representations or warranties contained herein. (g) Each Indemnified Party shall take and shall cause their respective Affiliates to take commercially reasonable steps to mitigate and otherwise minimize the Indemnifiable Losses. (h) Except as set forth in Section 12.3(f), THE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE XII SHALL BE THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDY AFTER THE CLOSING RELATING IN ANY WAY TO A BREACH OF THIS AGREEMENT. From and after the Closing, each Indemnified Party waives all other rights and claims that such Person may otherwise have, whether in law or in equity, relating to the transactions contemplated by this Agreement or the other Transaction Agreements, including claims for contribution, breach of contract, breach of representation or warranty or breach of duty. Notwithstanding the anything to the contrary herein, claims arising under Section 7.3, Section 7.4 and Article VIII shall be governed by the terms of such Section or Article and shall not be limited in any manner by this Article XII. (i) The Parties shall treat any payments made pursuant to this ARTICLE XII as an amount equal adjustment to the value on Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Closing Date Purchase Price for federal Tax purposes. (j) In connection with any Losses that an Indemnified Party may seek indemnification under this Article XII, such Indemnified Party shall use its commercially reasonable efforts to seek and pursue any available insurance coverage or other claims against third parties that such Indemnified Party may have in respect of all Parent Shares such Losses and Parent Warrants as provided in the definition of Losses, the amount of insurance proceeds or other recoveries actually received by such Stockholder Indemnified Party shall not be included in Losses that such Indemnified Party may recover under this Article XII and if such Indemnified Party receives any such amounts subsequent to an indemnification payment by the Indemnifying Person in respect of such Losses, then such Indemnified Party shall promptly reimburse the Indemnifying Person for any payment made or expense incurred by such Indemnifying Person in connection with providing such indemnification payment up to the above amounts so received by such Indemnified Party. (k) Notwithstanding any other provision in this Agreement to the contrary, Concentra shall not be liable to, or indemnify, Buyer Indemnitees for any Buyer Indemnifiable Losses resulting from any breach of any representation or warranty of Concentra or the Sellers that is disclosed to Buyer in an updated Concentra Disclosure Letter delivered pursuant to Section 6.4(a) and with respect to which Concentra acknowledges in writing that such breach gives rise to a termination right by Coventry and Buyer. (l) Concentra shall not have any obligation to indemnify Buyer Indemnitees with respect to any Claims for Buyer Indemnifiable Losses arising under Section 12.2(a)(iii) that are asserted after the date that is 18 months following the Closing Date. (m) Notwithstanding any other provision in this Agreement; providedAgreement to the contrary, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach any other Transaction Agreement or document delivered in connection with this Agreement or any such other Transaction Agreement includes an indemnification obligation of any member of the representationConcentra Group, warranty or covenant that gave rise then the terms of such indemnity shall control and the provisions of this Section 12.2 shall not be applicable to such Losses resulted from other Transaction Agreement or arose out of fraud on the part of the Parent or the Purchaserdocument.

Limits on Indemnification. No amount (a) Sellers’ indemnification obligation under Section 14.04(b) shall be payable ------------------------- by only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b)Closing, respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim except for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) any breach of Seller’s representations in Sections 5.01, 5.02, 5.03 and 5.04 (collectively, the total amount of such Losses multiplied by “Fundamental Representations”) which shall survive Closing indefinitely, (ii) a fractionany breach of Section 5.08 and Section 5.20, the numerator of which shall be survive the total number Closing until sixty (60) days after the expiration of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretoapplicable statute of limitations, and the denominator (iii) any breach of Section 5.31, which shall be 1,433,366survive Closing until sixty (60) days after the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary The remainder of this Agreement (including Buyer’s representations and warranties in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(aArticle VI) shall survive the Closing indefinitely except as may otherwise be an amount equal to (x) $2,100,000 multiplied by (y) a fractionexpressly provided herein. Representations, the numerator of which warranties, covenants and agreements shall be of no further force and effect after the total number date of Shares held by such Stockholder immediately prior to the Closingtheir expiration, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, provided that there shall be no limit on termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), then Sellers shall have no obligation under Section 14.04(b) with respect to any such Losses. If the total amount of all Buyer Losses exceeds the Basket, then Sellers’ obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of -------- ------- indemnifiable the Basket. (c) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, the obligations of Sellers under Section 14.04(b) shall be limited to twenty percent (20%) of the Unadjusted Purchase Price. (d) In no event shall any Party be liable to any other Party or their respective indemnitees for any consequential or incidental damages or lost profits, unless the same are part of a Third Party claim for which a Party is seeking indemnification hereunder. (e) For purposes of determining the amount of Losses that may be recovered from any Stockholder subject to indemnification under Sections 14.03(b) or 14.04(b), the words “Seller Material Adverse Effect,” “material adverse effect,” “material,” “materially,” and words of similar import in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent applicable representations and warranties shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserdisregarded.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses arising out of breaches of representations and warranties, unless the maximum amount of indemnifiable all such Losses that may be recovered from any Stockholder pursuant to Section 6.02(a12.1 exceeds US$250,000 (the "Basket Amount"). The maximum aggregate amount for which Seller may be liable under this Article XII for breaches of representations and warranties shall be limited to twenty-five percent (25%) of the Base Purchase Price. This paragraph (a) shall not apply to Losses suffered by a Buyer Indemnified Party pursuant to Sections 4.3, 4.4 (but at only as to the last sentence thereof), 4.8, 4.9, 4.10, 4.11, 4.13, 4.25, 5.4, 5.6, 5.7 and 5.8. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2 arising out of or related to breaches of representations and warranties unless the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be an only liable to Seller for the amount equal of such Losses that exceed the Basket Amount. The maximum aggregate amount for which Buyer may be liable under this Article XII shall be limited to twenty-five percent (x25%) $2,100,000 multiplied by of the Base Purchase Price. (yc) a fractionExcept for the representations and warranties of (i) the Company in Sections 4.21 and 4.22, the numerator of exclusive remedies for which are provided in Sections 7.3 and 7.4, respectively, (ii) Seller contained in Section 5.6, which shall survive indefinitely, and Section 4.25, which shall survive until the expiration of the applicable statute of limitations, the respective representations of the Company, Seller and Buyer contained in this Agreement shall survive the Closing for a period of one year, and thereafter none of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to such representation or warranty. This Section 12.4(c) shall have no effect upon any other obligations of the parties hereto under this Agreement, whether to be the total number of Shares held by such Stockholder immediately prior to performed before, at or after the Closing, as set forth on Schedule A hereto, and the denominator of which shall survive until fulfilled or the expiration in accordance with their terms. (d) Any payments made to Seller, the Company or the Buyer pursuant to this Article XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be 1,433,366; provided, however, treated as such by the Buyer and Seller on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to a breach of a representation or warranty if the Indemnifying Party can establish that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value Indemnified Party had actual knowledge on or before the Closing Date of such event. (f) Notwithstanding anything else contained in this Article XII, Seller hereby agrees to indemnify and hold Buyer and each of its Affiliates (including the Company), and the officers, directors, employees and agents thereof, harmless from and against any and all Parent Shares Losses arising from any litigation (i) which arises out of actions, conduct or events which occur prior to the Effective Date or (ii) that was not disclosed to Buyer and Parent Warrants received by such Stockholder pursuant to this Agreement; providedwhich arises out of actions, further, conduct or events that there occurred between the Effective Date and the Closing Date. This indemnity shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything subject to the contrary in this Agreementprocedures of Section 12.3, the maximum amount of indemnifiable Losses that may be recovered from the Parent and shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersurvive indefinitely.

Limits on Indemnification. No amount (a) Notwithstanding any provision of this Agreement to the contrary, except as otherwise expressly provided in this Section 8.6, the Eligible Company Holders shall be payable ------------------------- by the Stockholders or have no liability to the Parent pursuant Indemnified Parties under the provisions of this Article VIII except with respect to, and to the extent of, their interests in the Escrow Fund. The limitation of liability set forth in the preceding sentence shall not apply to the liability of the Principal Stockholders for indemnification under Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim 8.2 for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to Damages resulting from (i) fraud, gross negligence or willful misconduct by one or more of the total amount Principal Stockholders, or of such Losses multiplied by (ii) a fractionany Eligible Company Holders as to which fraud, gross negligence or willful misconduct the numerator of which shall be the total number of Shares held by such Stockholder immediately Principal Stockholders had Knowledge prior to the Closing, as set forth on Schedule A hereto, and the denominator date of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant as to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on indemnification, or (ii) a misrepresentation or breach of or default or inaccuracy in the representations or warranties in Sections 3.1, 3.2, 3.5, 3.6, 3.9, 3.20, 3.21, 3.22 and 3.23, as to which the aggregate liability of the Principal Stockholders shall be limited to that amount which is equal to the cash portion of -------- ------- indemnifiable Losses that the final Merger Consideration. (b) With respect to any and all Damages as may be suffered or incurred by a Parent Indemnified Party at any time arising out of or related to any misrepresentation or breach of or default or inaccuracy in any of the representations or warranties of the Company or the Principal Stockholders contained in Section 3.8 or Section 3.11 of this Agreement, such Parent Indemnified Party shall submit a claim for recovery under the Special Indemnity Insurance (a “Special Insurance Claim”) and use commercially reasonable efforts to recover fully for such Damages from the insurer under the Special Indemnity Insurance in accordance with the terms thereof.. Such Parent Indemnified Party shall also submit a Parent Claim Notice with respect to such Damages. To the extent, having made such efforts, such Damages shall not be recovered fully from any Stockholder the insurer, and in the event that the breach of the representation, warranty or covenant that gave rise Damages subject to such Losses resulted from or arose out Special Insurance Claim and the Parent Claim Notice exceed the sum of fraud on $225,000 (the part of “Special Basket”), then all such Stockholder. Notwithstanding anything unrecovered amounts shall be recoverable against the Escrow Fund, to the contrary extent thereof, subject to and in accordance with this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserArticle VIII.

Limits on Indemnification. No amount (a) Following the Closing, the aggregate indemnification obligation of each Securities Recipient under Sections 6.2 and 6.3 shall be payable ------------------------- by limited to the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount greater of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount aggregate value, as of the Closing Date, of the Consideration Shares and Consideration Warrants received by such Losses multiplied by Discharging Creditor pursuant to Section 1.2 above; or (ii) a fractionthe aggregate value of such Consideration Shares and Consideration Warrants as of the date the first claim for indemnification is made by Buyer against such Discharging Creditor (the "Indemnity Value"). For purposes of this Article VI, (A) the numerator value of which each Consideration Share shall be equal to the total number average closing price of Shares held a share of Buyer Common Stock as quoted on the OTC Bulletin Board (or as reported on such exchange or quotation system on which shares of Buyer Common Stock are then traded) over the five trading days immediately preceding the date of determination (provided that, if shares of Buyer Common Stock are not then quoted or reported on any such exchange or quotation system, then such value shall be determined by the arbitrator appointed pursuant to Section 9.11 below), and (B) the value of each Consideration Warrant shall be equal to the amount by which the value of the shares of Buyer Common Stock underlying such Stockholder immediately prior to Consideration Warrant (at the price determined under clause (A) above) exceeds the exercise price that would be payable if such Consideration Warrant were exercised on the date of determination. Following the Closing, as set forth on Schedule A hereto, the aggregate indemnification obligation of each Cash Recipient under Sections 6.2 and the denominator of which 6.3 shall be 1,433,366. Notwithstanding anything limited to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder received by such Cash Recipient pursuant to Section 6.02(a1.2(c) above. The aggregate indemnification obligation of Buyer under Section 6.4 shall be limited to an amount equal to $500,000, minus the aggregate amount Buyer has previously paid in satisfaction of its indemnification obligations contained in the Purchase Agreement. (xb) $2,100,000 multiplied by (y) a fractionNotwithstanding the foregoing, the numerator limitations set forth in this Section 6.6 shall not apply to fraudulent misrepresentations or intentional misconduct. (c) In the event any payment of which shall the indemnity obligations of the Securities Recipients set forth in Sections 6.2 and 6.3 is required to be made, the total number Securities Recipients may satisfy such indemnity obligation by the delivery to Buyer of Shares held shares of Buyer Common Stock acquired by such Stockholder immediately prior them pursuant to this Agreement or pursuant to the ClosingConsideration Warrants, as set forth on Schedule A heretowhich shares, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if for such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by itpurpose, shall be valued at the Indemnity Value thereof. Such delivery shall be accomplished, if at all, by delivery of original stock certificates and appropriate stock transfer powers executed in blank with Medallion signature guarantees, and otherwise in a form acceptable to Buyer's then current transfer agent. The number of shares of Buyer Common Stock any Securities Recipient may use to satisfy such indemnity obligations shall not exceed the number of shares of Buyer Common Stock acquired by such Securities Recipient pursuant to this Agreement or pursuant to the Consideration Warrants, minus the number of shares of Buyer Common Stock sold by such Securities Recipient following the date of this Agreement. In addition, the Securities Recipient may satisfy such indemnity obligation by surrendering to Buyer Consideration Warrants for cancellation with respect to all or a portion of the shares of Buyer Common Stock issuable thereunder. Upon such cancellation, the Securities Recipients shall be entitled to a credit against such indemnity obligation in an amount equal to the value Indemnity Value of the shares with respect to which such Consideration Warrants are cancelled, less the aggregate exercise price that would be payable with respect to such shares if such Consideration Warrants were exercised with respect with respect to such shares on the Closing Date date as of the date used to determine the Indemnity Value. It is understood and agreed that, if any Securities Recipient surrenders to Buyer for cancellation in accordance with this subsection (c) all Parent of the Consideration Shares and Parent all of the Consideration Warrants received by such Stockholder Securities Recipient pursuant to this Agreement; provided, further, that there such Securities Recipient shall be have no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder further liability pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserArticle VI.

Limits on Indemnification. No amount (a) Notwithstanding any provision to the contrary contained in this Agreement, Buyer shall be payable ------------------------- by not make any claim against Parent for any breach of representations and warranties under this Agreement (i) for any individual Cost that is less than $1,000 (any such Cost being a “De Minimis Cost”) and (ii) except as set forth in the Stockholders or next sentence, until the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or such claims (bexcluding for this purpose all De Minimis Costs), as applicabletogether with any indemnification amount payable by Parent under Article 7, exceeds $50,000after deducting the credits described in Section 7.02, shall exceed, in which case the full aggregate (under all such agreements), the amount of the Deductible, and, if the Deductible is exceeded, except as set forth in the next sentence, Parent shall be required to pay only the amount of such Losses excess over the Deductible; provided that Parent’s obligation and liability for any and all breaches of the representations and warranties set forth in this Agreement shall be payable as provided not exceed, in Section 6.02the aggregate (under all such agreements), the amount of the Cap. With respect to any claim claims by Buyer against Parent for indemnifiable Losses made by indemnification for a breach of the Parent pursuant to representations and warranties set forth in Section 6.02(a4.03(aa), each Stockholder shall indemnify such claims will not be subject to the Parent only for such portion Deductible. (b) Any breach of such indemnifiable Losses equal a representation or warranty hereunder disclosed to (i) the total amount other party after the execution and delivery of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately this Agreement and prior to the ClosingClosing shall not affect the right of such other party to elect not to close the transactions contemplated by this Agreement (it being understood and agreed that if, as set forth on Schedule A heretodespite such right of such other party to elect not to close by reason of the breach so disclosed, and the denominator of which such other party nevertheless elects to close, thereby waiving such breach, such other party shall be 1,433,366. Notwithstanding anything thereafter have no claim by reason of, in connection with or arising from any such disclosed breach). (c) Anything in this Article 7 to the contrary in this Agreementnotwithstanding, the maximum amount rights and obligations of indemnifiable Losses that may be recovered from the parties with respect to indemnification for any Stockholder pursuant to Section 6.02(a) and all Tax matters shall be an amount equal to (x) $2,100,000 multiplied governed by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser5.07 hereof.

Limits on Indemnification. No amount Notwithstanding the foregoing provisions of Section 7.2 and Section 7.3, (a) Sellers shall be payable ------------------------- by the Stockholders or the Parent pursuant not have any liability to Section 6.02(a) or 6.02(b), respectively, Buyer for any Buyer Losses unless and until the aggregate dollar amount of all Buyer Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, incurred exceeds $50,0001,000,000 (the "Basket"), in which case event only the full amount in excess of such $1,000,000 shall be recoverable; (b) Seller shall not be required to indemnify Buyer for Buyer Losses which in the aggregate exceed fifty percent (50%) of the Purchase Price (the "Cap"); (c) the limitations set forth in subsection (a) of this sentence shall not apply with respect to claims arising out of or relating to Section 8.14; (d) neither subsections (a) nor (b) of this sentence shall apply with respect to claims arising out of or related to Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 2.4 (as to title only) or Section 2.9 (as to title only), or in the event either Seller is determined to have acted fraudulently; (e) Buyer shall not be entitled to indemnification for claims hereunder with respect to losses which, on an individual basis, do not exceed $10,000 ("De Minimis Losses"), and De Minimis Losses shall not be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by counted toward the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify Cap or the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Basket; provided, however, that that, subject to the maximum Basket and the Cap, Buyer shall be entitled to recover the full amount of any indemnifiable Losses ----------------- losses that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation do not constitute De Minimis Losses; and warranty contained in Section 2.02(c(f) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach either Seller is conducting any defense against a Third Party Claim for which Buyer has sought indemnification hereunder, expenses incurred by such Seller in connection therewith, including legal costs and expenses, shall constitute Buyer Losses for purposes of the representationCap, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses extent that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Buyer Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal subject to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserCap.

Limits on Indemnification. No Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable ------------------------- by the Stockholders Companies, the ▇▇▇▇▇▇ Parties, or the Parent French Parties (collectively, the "Seller Indemnifying Parties") pursuant to Section 6.02(a11.2(a)(i), Section 11.2(a)(iii), 11.2(b)(i) or 6.02(b), respectively, unless 11.2(c)(i) until the aggregate dollar amount of all Losses which would otherwise be claims for Damages that are collectively indemnifiable by such party(ies) pursuant to such sections exceeds $250,000 (the "Threshold Amount") at which time each Buyer Indemnified Party shall, subject to Section 6.02(a) or (b11.3(d), as applicable, exceeds $50,000, in which case be indemnified dollar for dollar for the full amount of such Losses indemnification, without any deduction for the Threshold Amount; provided, that the Threshold Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches of representations and warranties set forth in Section 5.1 (Ownership of Stock), Section 5.2 (Seller Authority; Enforceability), Section 5.3 (Consents and Approvals (Seller)), Section 5.4 (No Conflicts; No Violations (Seller)), Section 5.5 (Brokers and Finders), Section 5A.2 (Consents and Approvals (▇▇▇▇▇▇/French)), Section 5A.3 (No Conflicts; No Violations (▇▇▇▇▇▇/French)), Section 6.1 (Company Organization and Good Standing; Authority; Enforceability), Section 6.2 (Capitalization), Section 6.13 (Taxes), Section 6.22 (Brokers and Finders) or fraud, which breaches shall be indemnified against in their entirety; provided further, that no Seller Indemnifying Parties shall be obligated to indemnify any Indemnified Party with respect to a matter resulting in a breach or inaccuracy in a representation or warranty set forth in this Agreement or any Other Document, unless the Damages incurred by such Indemnified Parties with respect to such matter exceed $10,000 (the "Minimum Threshold") (for the avoidance of doubt, if Damages for any such matter is equal to or less than $10,000, such Damages shall be excluded for purposes of determining the Threshold Amount); (b) no amount shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent Buyer or AHI (together, the "Buyer Indemnifying Parties") pursuant to Section 6.02(a11.2(d)(i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 11.2(d)(i) exceeds the Threshold Amount at which time each Seller Indemnified Party shall, subject to Section 11.3(c), each Stockholder shall indemnify be indemnified dollar for dollar for the Parent only for such portion full amount of such indemnifiable Losses equal indemnification without any deduction for the Threshold Amount; provided, however, that the Threshold Amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) the total amount breaches by Buyer of such Losses multiplied by its representations and warranties set forth in Section 7.1 (Buyer Organization and Good Standing), Section 7.2 (Buyer Authority; Enforceability) and Section 7.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety, or (ii) a fractionfraud; provided further, the numerator of which that no Buyer Indemnifying Parties shall be obligated to indemnify any Indemnified Party with respect to a matter resulting in a breach or inaccuracy in a representation or warranty set forth in this Agreement or any Other Document unless the total number of Shares held Damages incurred by such Stockholder immediately prior Indemnified Parties with respect to such matter exceed the ClosingMinimum Threshold (for the avoidance of doubt, as set forth on Schedule A heretoif Damages for any such matter is equal to or less than $10,000, and the denominator of which such Damages shall be 1,433,366. Notwithstanding anything to excluded for purposes of determining the contrary in this Agreement, Threshold Amount); (c) the maximum aggregate amount of indemnifiable Losses that Damages for which indemnity may be recovered from any Stockholder the Companies pursuant to Section 6.02(a11.2(a) shall be an amount equal to $10,000,000.00 less the aggregate amount of Damages paid by the Sellers pursuant to Section 11.2(a) (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366"Seller Indemnification Cap"); provided, however, that the Seller Indemnification Cap shall not apply to claims for Damages arising out of, resulting from, in connection with, or incident to (i) a breach of an agreement set forth in Article 2 (Sale and Purchase of Shares), (ii) breaches of representations and warranties set forth in Section 5.3 (Consents and Approvals (Seller)), Section 5.4 (No Conflicts; No Violations (Seller)), Section 5A.2 (Consents and Approvals (▇▇▇▇▇▇/French)), Section 5A.3 (No Conflicts; No Violations (▇▇▇▇▇▇/French)), Section 6.1 (Company Organization and Good Standing; Authority; Enforceability), Section 6.2 (Capitalization), Section 6.5 (Consents and Approvals (Companies)), Section 6.6 (No Violations (Companies)), or Section 6.22 (Brokers and Finders), or (iii) fraud. (d) the maximum aggregate amount of indemnifiable Losses ----------------- that Damages for which indemnity may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Buyer pursuant to Section 2.02(c11.2(d) as applied to the Shares owned by it, shall be an amount equal to $3,000,000 (the value "Buyer Indemnification Cap"); provided, that the Buyer Indemnification Cap shall not apply to claims for Damages arising out of, resulting from, in connection with or incident to (i) a breach of an agreement set forth in Article 2 (Sale and Purchase of Shares), (ii) breaches of representations and warranties set forth in Section 7.1 (Buyer Organization and Good Standing), Section 7.2 (Buyer Authority; Enforceability) and Section 7.6 (Brokers and Finders), or (iii) fraud. (e) the maximum aggregate amount of Damages for which indemnity may be recovered from any of the ▇▇▇▇▇▇ Parties, on the Closing Date of all Parent Shares one hand, and Parent Warrants received by such Stockholder the French Parties, on the other hand, pursuant to this AgreementSection 11.2(a), 11.2(b) and 11.2(c) shall be an amount that is equal to Five Million Dollars ($5,000,000) less fifty percent (50%) of Damages paid by the Companies pursuant to Section 11.2(a); provided, that any recovery from the Escrow Amount shall be counted toward such $5,000,000 limitation; and provided, further, that there such limitation shall be no limit on not apply to claims for Damages arising out of, resulting from, in connection with, or incident to (i) breaches of representations and warranties set forth in Section 5.1 (Ownership of Stock), Section 5.2 (Seller Authority; Enforceability), Section 5.5 (Brokers and Finders) or Section 6.1 (Company Organization and Good Standing; Authority; Enforceability); Section 6.2 (Capitalization); or Section 6.22 (Brokers and Finders) or (ii) fraud. (f) the amount of -------- ------- indemnifiable Losses any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in the Financial Statements that may are specifically identified with respect thereto; (g) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be recovered from net of any Stockholder insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse the appropriate Seller Indemnifying Parties for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (h) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had knowledge, on or before the date hereof, of a breach of the a representation, warranty or covenant that gave rise of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 11.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party's rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything recovered Damages subject to the contrary in this Agreement, subrogation rights of any insurer providing insurance coverage under one of the maximum amount of indemnifiable Losses that may be recovered from Indemnified Party's policies and except to the Parent shall be $2,100,000; provided, however, extent that the maximum amount grant of indemnifiable Losses -------- ------- that may be recovered from subrogation rights to the Parent Indemnifying Party is prohibited by any Stockholder if such Losses are a result of any breach the terms of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserapplicable insurance policy.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Parent Seller by Buyer Indemnified Parties pursuant to Section 8.2(a) shall be $2,100,000the Indemnity Escrow Amount; provided, however, that the maximum limitation set forth in this Section 8.5(a)(i) shall not apply to any losses incurred by any Buyer Indemnified Party to the extent arising out of or resulting from Fraud; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) if such claim is, individually, less than $10,000 (“De Minimis Claims”), and until the aggregate amount of indemnifiable Losses -------- ------- Losses, including, for purposes of calculating whether the Basket Amount has been met, any De Minimis Claims, that may be recovered from the Parent Seller pursuant to Section 8.2(a) equals or exceeds $50,000 (the “Basket Amount”), in which case the Seller shall be liable for all Losses that are not the result of De Minimis Claims starting at $1.00; provided, however, that the limitations set forth in this Section 8.5(a)(ii) shall not apply to any losses incurred by any Stockholder if such Losses are a result Buyer Indemnified Party to the extent arising out of any breach or resulting from Fraud; (iii) notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the representation and warranty contained in Section 3.04 Seller under this Article VIII shall be limited to an amount equal to the value on Purchase Price; (iv) the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant Seller shall not be obligated to this Agreement; provided, further, there shall be no limit on indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of -------- ------- indemnifiable Losses such Loss was reflected on the Interim Financial Statements or the notes thereto; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that may the amount of such Loss was included as a current liability in Closing Net Working Capital, as finally determined pursuant to Section 2.3; (vi) the Seller shall not be recovered from obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the Parent extent that such matter was included in Indebtedness or Transaction Expenses in the event that the breach calculation of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part adjustment of the Parent or the Purchaser.Purchase Price, if any, as finally determined pursuant to Section 2.3;

Limits on Indemnification. No amount (a) Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iv) hereof or any Buyer Indemnifiable Losses arising out of a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof (collectively, the “Special Indemnifiable Losses”), the aggregate liability of the Sellers to indemnify the Buyer from and against any Indemnifiable Losses arising under Section 12.2(a) hereof shall be payable ------------------------- by first satisfied from the Stockholders or Escrow Funds (or, in the Parent pursuant to case of Indemnifiable Losses arising under Section 6.02(a12.2(a)(v) or 6.02(b, solely from the Escrow Funds) and shall not exceed thirty million ($30,000,000) (the "Cap"), respectively, unless which such Cap shall include all amounts satisfied out of the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02Escrow Funds. With respect to any claim for indemnifiable Indemnifiable Losses made by the Parent pursuant to arising under Section 6.02(a12.2(b) (a “Shareholder Claim”), each Stockholder shall indemnify the Parent only for such breaching Holder's pro rata portion of such indemnifiable Indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held satisfied by such Stockholder immediately prior breaching Holder individually and not from the Escrow Funds, subject to the Closinglimitations contained herein (including, as set forth on Schedule A heretowithout limitation, and those contained in the denominator of which shall be 1,433,366sentence immediately following). Notwithstanding anything to the contrary in this Agreementherein, (i) the maximum amount aggregate liability of indemnifiable each Seller to indemnify the Buyer from and against any Indemnifiable Losses that may be recovered from any Stockholder pursuant to under Section 6.02(a12.2(a) hereof (other than Special Indemnifiable Losses) shall be an limited to such Seller’s Pro Rata Portion of the Cap, (ii) the aggregate liability of each Seller to indemnify the Buyer from and against any Indemnifiable Losses (whether relating to Special Indemnifiable Losses or otherwise) shall be limited to such Seller’s Pro Rata Portion of such Indemnifiable Losses, (iii) the aggregate liability of each Holder to indemnify the Buyer from and against any Indemnifiable Losses arising hereunder shall be limited to the total amount equal of the Purchase Price paid to such Holder, (xiv) the aggregate liability of Buyer to indemnify the Company and each Holder from Indemnifiable Losses hereunder shall be limited to the total amount of the Purchase Price, and (v) the aggregate liability of the Sellers under Section 12.2(a)(v) shall be limited to three hundred thousand dollars ($2,100,000 multiplied by 300,000.00) (yb) Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iii) , Section 12.2(a)(iv) or Section 12.2(a)(v) hereof or any Buyer Indemnifiable Losses arising out of a fractionnonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof, the numerator Sellers will not have any obligation to indemnify the Buyer with respect to any Indemnifiable Losses arising under Section 12.2(a) until the Buyer shall first have suffered such aggregate Indemnifiable Losses in excess of two million dollars ($2,000,000) (the “Basket”) (at which shall point the Sellers will be obligated to indemnify the total number Buyer only for such Indemnifiable Losses in excess of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Basket); provided, however, that the maximum amount Sellers will not have any obligation to indemnify Buyer with respect to individual Indemnifiable Losses of indemnifiable less than fifteen thousand dollars ($15,000) each, and such Indemnifiable Losses ----------------- that may shall not be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of counted toward the representation and warranty contained in Section 2.02(c) as applied to Basket or the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this AgreementCap; provided, furtherfurther that, that there for purposes of determining whether an Indemnifiable Loss exceeds fifteen thousand dollars ($15,000), all Indemnifiable Losses under Section 12.2(a) arising out of or related to the same event or circumstance or a series of related events or circumstances shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. treated as one Indemnifiable Loss. (c) Notwithstanding anything to the contrary herein, the Sellers shall not have any liability to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iv) hereof until the Buyer shall first have suffered such Indemnifiable Losses in excess of One Hundred and Twenty-Five Thousand Dollars ($125,000.00) (the “Wrongful Death Threshold”) at which time, the Sellers shall be liable for all such Indemnifiable Losses in excess of the Wrongful Death Threshold (the “Wrongful Death Liability Excess”). The first One Million, Five Hundred Thousand Dollars ($1,500,000) of the Wrongful Death Liability Excess shall be satisfied from the Escrow Funds and shall be applied towards the Cap. (d) The Holders shall have no obligation to indemnify the Buyer from and against any Indemnifiable Losses arising out of the breach of any of the representations or warranties made herein unless the Buyer makes a written claim for the breach which gives rise to such Indemnifiable Losses within the Survival Period. (e) The Holders shall have no obligation to indemnify the Buyer from and against any Indemnifiable Losses arising out of any breach of any representation or warranty of which the Buyer had knowledge at or prior to the Closing. (f) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder. Each Indemnified Party shall seek to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Indemnifiable Losses to the same extent that the Indemnified Party would if such Indemnifiable Loss were not subject to indemnification hereunder. (g) The amount of any Indemnifiable Losses payable under Section 12.2 by the Indemnifying Party shall be net of (i) amounts recovered or recoverable under applicable insurance policies, from any other third party with indemnification obligations or from any other Person responsible therefor and (ii) the Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Indemnifiable Losses. If an Indemnified Party receives any amounts under applicable insurance policies, from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party and provided the Indemnified Party has collected all sums due from the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party. (h) The Sellers and, to the extent applicable, the Preferred Holders, shall not be liable under Section 12.2(a) or Section 12.2(b) to the extent (i) Buyer Indemnifiable Losses relating to any matter that (A) with respect to Buyer Indemnifiable Losses arising from a warranty breach, is included in the Closing Date Net Assets or Latest Balance Sheet to the extent set forth as a specific liability or reserve or (B) the Buyer had otherwise been adequately compensated for pursuant to the Purchase Price adjustment under Section 2.3 or (ii) consequential, incidental, indirect, special or punitive damages. (i) Each Indemnified Party shall take and shall cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize the Indemnifiable Losses to the maximum content reasonably possible upon and after becoming aware of any event which would reasonably expected to give rise to any Indemnifiable Losses. Without limiting the foregoing, the Buyer agrees to cause the Company to pursue in good faith recovery for the Wrongful Death Claim under all applicable insurance policies. (j) If an Indemnified Party receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnified Party could have recovered all or part of such Indemnifiable Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. (k) Except as specifically set forth in this Agreement, the maximum amount Buyer waives any rights and claims it may have against the Holders, whether in law or in equity, relating to, the Company, the Stock, the Preferred Stock, or the transactions contemplated hereby. The rights and claims waived by the Buyer include, without limitation, claims for contribution or other rights of indemnifiable Losses that may be recovered from recovery arising out of or relating to any environmental, health or safety statute, law, regulation or rule, claims for breach of contract, breach or representation or warranty, negligent representation and all other claims for such breach of duty. Excluding the Parent shall be $2,100,000; providedright to seek specific performance or other equitable relief, howeverafter the Closing, this Article 12 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement other than as provided in Sections 2.3(d)(ii) . Notwithstanding the foregoing, the Buyer does not waive any claim or right of recovery against the Sellers and Preferred Holders, and the Sellers and the Preferred Holders do not waive any claim or right of recovery against the Buyer, that are in addition to the maximum amount remedies provided in this Agreement to the extent a claim or right of indemnifiable Losses -------- ------- that may be recovered from recovery is based on the Parent by any Stockholder if such Losses are a result of any breach fraud of the representation and warranty contained Sellers or Preferred Holders in Section 3.04 shall be an amount equal to the value first case or based on the Closing Date fraud of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Buyer in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersecond case.

Limits on Indemnification. No amount 4.5.1. Notwithstanding anything to the contrary contained in this Agreement, other than in the case of fraud, intentional or willful misrepresentation or willful misconduct as determined by court of competent jurisdiction, the Company and EVGN shall not be payable ------------------------- by the Stockholders or the Parent liable for any claim for indemnification pursuant to Section 6.02(a) or 6.02(b), respectively, 4.3 unless and until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) equals or exceeds [***] U.S. Dollars (bUS$ [***]), as applicable, exceeds $50,000, in which case the Company and EVGN shall be liable for the full amount of such Losses from the first dollar thereof; provided that, in no event shall be payable as provided in Section 6.02. With respect to Company’s and EVGN’s aggregate liability hereunder exceed the aggregate purchase price amount paid by Lead Purchaser at the Initial Closing and/or any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Subsequent Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. 4.5.2. Notwithstanding anything to the contrary contained in this Agreement, EVGN’s indemnification obligations set forth in this Section 4 shall be (i) only applicable in the maximum case of fraud or willful misrepresentation by the Company or by EVGN and (ii) limited solely to total number of shares of the Company held by EVGN as of the date of such claim (the “EVGN Shares”). EVGN shall be entitled to indemnify each of the Indemnified Parties by transferring to that party (i) such number of EVGN Shares, which shall equal the amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(adamages for which indemnification is due, divided by the Fair Market Value of one Ordinary Share at the time of payment (as determined below) and such transfer of shares shall constitute full satisfaction of EVGN’s liability towards the Indemnified Parties and/or, if so elected by Lead Purchaser upon its sole discretion, (ii) cash in the amount of damages for which indemnification is due (in lieu of transferring the appropriate number of EVGN Shares), at the sole direction of EVGN. The “Fair Market Value” of the Ordinary Shares shall be an amount equal to determined as follows: (xi) $2,100,000 multiplied by (y) if traded on a fractionsecurities exchange or through the Nasdaq Global Market, the numerator value shall be deemed to be the average of which the closing prices of the shares on such exchange or system over the thirty (30) day period ending three (3) days prior to the transfer of the Ordinary Shares; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the transfer of the Ordinary Shares; and (iii) if there is no active public market, the value shall be the total number fair market value thereof, as mutually determined by EVGN and the Indemnified Party; or if they fail to agree within seven (7) days from the request of Shares held the Indemnified Party to determine such valuation, then such value shall be determined by such Stockholder immediately prior an arbitrator agreed between the parties (the “Arbitrator”) appointed for the sole purpose of determining the Valuation of the Company. If the parties fail to reach an agreement relating to the Closingidentity of the Arbitrator, as set forth on Schedule A hereto, then the head of the Israel Bar Association shall appoint the Arbitrator. The Arbitrator shall provide EVGN and the denominator Indemnified Party within 14 days of which its appointment with its valuation and the reasoning to it in writing and such determination shall be 1,433,366; provided, however, that final and binding on the maximum amount of indemnifiable Losses ----------------- that may Parties. This clause shall be recovered from any Stockholder, if such Losses are deemed to be a result of any breach by such Stockholder valid Arbitration Agreement for the purpose of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by itIsraeli Arbitration Law, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser1968.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) Notwithstanding anything in this Section X to the total contrary, no party shall be entitled to indemnification pursuant to this Section X with regard to any misrepresentation or breach of warranty or the litigations referenced in clause (v) of Section X(A) hereof unless and until the aggregate amount of Damages to which the indemnity relates sustained or incurred by such Losses multiplied by party with respect to all such misrepresentations and breaches exceeds $100,000 ($50,000 with respect to all such litigations, which shall reduce such $100,000 on a dollar-for-dollar basis). (ii) a fractionNotwithstanding anything in this Section X to the contrary, the numerator aggregate liability of which the Shareholders arising out of the breaches of the representations and warranties of the Companies and the Shareholders contained in this Agreement shall be the total number of Shares held by such Stockholder immediately prior limited to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on sum of (x) $15,000,000 and (y) the Closing Date amounts which would be payable to the Shareholders (and the Broker) except for the offset provisions contained in Section X(A) hereof, as Earn-Out Payments (collectively, the "Shareholders Limit"). In the event that the Purchaser shall not be entitled to receive Purchaser's Damages because such Purchaser's Damages exceed the Shareholders Limit as in effect at the time, but there is an increase in the Shareholders Limit because the Shareholders have become entitled to receive an Earn-Out Payment, the Purchaser shall be entitled to recover such excess Purchaser's Damages by offsetting the amount thereof against the amount of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this AgreementEarn-Out Payment; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that in no event shall the maximum amount of indemnifiable Losses -------- ------- that may be recovered from Shareholders have the Parent by any Stockholder if right to pay the indemnification for such Losses are a result of any breach Purchaser's Damages in consideration other than cash. The aggregate liability of the representation Purchaser arising out of the breaches of the representations and warranty warranties of the Purchaser contained in Section 3.04 this Agreement shall be limited to an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant Shareholders Limit in effect from time to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.time. 36 SECTION XI

Limits on Indemnification. No amount (a) The Sellers shall not be payable ------------------------- by the Stockholders or the Parent liable for any claim for indemnification pursuant to Section 6.02(a6.2(a) or 6.02(b(other than a claim arising from a breach of the representations and warranties contained in Sections 3.1 through 3.5), respectively, unless and until the aggregate dollar amount of all indemnifiable Losses which would otherwise may be indemnifiable pursuant to Section 6.02(a) recovered from the Indemnifying Party equals or (b), as applicable, exceeds $50,000, in which case 1,300,000 whereupon the Indemnified Party shall be entitled to indemnification for the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion excess of such indemnifiable Losses equal to amount; (ib) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the The maximum amount of indemnifiable Losses that which may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator Sellers arising out of which shall be or resulting from the total number of Shares held by such Stockholder immediately prior to the Closing, as causes set forth on Schedule A heretoin Section 6.2(a) (other than a claim arising from a breach of the representations and warranties contained in Sections 3.1 through 3.5), and the denominator of which shall be 1,433,366; provided, however, that the not exceed $5,000,000. (c) The maximum aggregate amount of liability of each Seller under this Agreement, including all indemnifiable Losses ----------------- that which may be recovered from any Stockholder, if each such Losses are Seller arising out of or resulting from a result breach of any breach by such Stockholder of the representation and representation, warranty or covenant contained in Section 2.02(c) as applied to the Shares owned by it, this Agreement shall be an amount equal to the value on portion of the Closing Date of all Parent Shares and Parent Warrants Purchase Price received by each such Stockholder Seller. (d) For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of (x) any insurance benefits and proceeds actually received by the Buyer, Nautilus or the Companies and (y) any tax deductions or credits arising from the relevant Loss. (e) Except as provided for in Section 7.7 with respect to specific performance, the indemnification provisions in this Article VI shall be the sole and exclusive monetary remedy of the Buyer with respect to any Loss arising out of or relating to any breach or violation of any representation, warranty, covenant or agreement set forth in this Agreement (including schedules and exhibits hereto) or in any certificate or document or agreement delivered pursuant to this Agreement; providedAgreement or otherwise under this Agreement or with respect to transactions contemplated by this Agreement or otherwise, further, that there and the Buyer shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from not have any Stockholder other rights or remedies in the event that the breach of the representation, warranty connection with or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserwith respect thereto.

Limits on Indemnification. No amount (a) With respect to breaches or inaccuracies of representations and warranties of the Shareholders other than breaches or inaccuracies of the Shareholders’ Fundamental Representations, the Shareholders shall be payable ------------------------- by not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) to the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all extent such Buyer Indemnifiable Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000exceed, in which case the full amount of such Losses shall be payable as provided in Section 6.02aggregate, $4,000,000. With respect to breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.15(a) and (b) (Intellectual Property) and Section 2.22 (Environmental Matters) or indemnification arising under Section 6.2(a)(iii), the Shareholders shall not have any claim obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(a)(iii) to the extent such Buyer Indemnifiable Losses exceed, in the aggregate, $10,000,000. With respect to indemnification arising under Section 6.2(a)(ii) and Section 6.2(a)(iv) and indemnification arising under Section 6.2(a)(i) for indemnifiable breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.1 (Organization; Ownership of Shares; Capitalization; and Power), Section 2.2 (Authorization), Section 2.7(a) (Assets) and Section 2.21 (Taxes), the Shareholders shall indemnify the Buyer Indemnitees for all Buyer Indemnifiable Losses made without regard to any cap or similar limitation. With respect to indemnification arising under Section 6.2(a)(v), the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses unless and to the extent such Buyer Indemnifiable Losses exceed any amounts that are (i) covered by the Parent insurance policies maintained by the Company and its Subsidiaries and (ii) actually received by the Company. (b) With respect to breaches or inaccuracies of representations and warranties of the Buyer other than breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall not have any obligation to indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses arising under Section 6.2(b)(i) to the extent such Shareholder Indemnifiable Losses exceed, in the aggregate, $4,000,000. With respect to indemnification arising under Section 6.2(b)(ii) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall indemnify the Shareholder Indemnitees for all Shareholder Indemnifiable Losses without regard to any cap or similar limitation. (c) The Shareholders shall not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) (other than with respect to Buyer Indemnifiable Losses arising from breaches or inaccuracies of the Shareholders’ Fundamental Representations) until the aggregate amount of all Buyer Indemnifiable Losses exceeds $250,000 (the “Threshold”), at which point the Buyer Indemnitees shall be entitled to indemnification for all such Losses under Section 6.2(a)(i) (including such first $250,000 thereof). The Buyer shall not have any obligation to indemnify the Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses arising under Section 6.2(b)(i) (other than with respect to Shareholder Indemnifiable Losses arising from breaches or inaccuracies of the Buyer’s Fundamental Representations) until the aggregate amount of all Shareholder Indemnifiable Losses exceeds the Threshold, at which point the Shareholder Indemnitees shall be entitled to indemnification for all such Losses under Section 6.2(b)(i) (including such first $250,000 thereof). For purposes of clarification, the Threshold shall not apply to indemnification obligations arising under Sections 6.2(a)(ii), 6.2(a)(iii), 6.2(a)(iv) and 6.2(b)(ii). (d) Any claim by a Buyer Indemnitee for indemnification pursuant to Section 6.02(a6.2(a)(iii) shall be required to be made by delivering notice to Shareholders’ Representative no later than the date that is 21 months following the Closing Date. (e) Subject to Section 6.3(f), each Stockholder any claims for Buyer Indemnifiable Losses shall indemnify first be made against the Parent only for such portion Escrow Account and then, following the exhaustion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fractionEscrow Account, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior Shareholders, severally (and not jointly), in proportion to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366their Shareholder Percentage. Notwithstanding anything herein to the contrary contrary, claims by a Buyer Indemnitee for Buyer Indemnifiable Losses against the Escrow Account shall not be allocated amongst the Shareholders on a several basis. (f) The Buyer or its Affiliates shall have the right and remedy to require the Shareholders, severally (and not jointly), in this Agreementproportion to their Shareholder Percentage, to account for and pay over the maximum amount of indemnifiable required to satisfy a claim for Buyer Indemnifiable Losses that may under Section 6.2(a)(iv) without first having to be recovered from any Stockholder pursuant to Section 6.02(amade against the Escrow Account. (g) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fractionAn Indemnified Party shall, at the numerator of which shall be Indemnifying Party’s request, cooperate in the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result defense of any breach by such Stockholder of matter subject to indemnification hereunder at the representation and warranty contained in Section 2.02(cIndemnifying Party’s expense. (h) as applied to the Shares owned by it, The Parties shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder treat any payments made pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything Article VI as an adjustment to the contrary in this AgreementPurchase Price for federal Tax purposes, the maximum amount of indemnifiable Losses that may unless a final determination causes such payment not to be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be treated as an amount equal adjustment to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserPurchase Price for federal Tax purposes.

Limits on Indemnification. No amount (a) The Seller Parties shall be payable ------------------------- by the Stockholders or the Parent pursuant not have any obligation to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With indemnify Buyer Indemnitees with respect to any claim Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for indemnifiable all such Buyer Indemnifiable Losses made by including the Parent Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 6.02(a)5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each Stockholder of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Parent only for such Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of such indemnifiable the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses equal to arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (id) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this AgreementAgreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the maximum amount Indemnified Party shall, no later than forty five (45) Business Days after receipt of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (x) $2,100,000 multiplied by (y) a fraction, but in no event an amount greater than the numerator of which shall be the total number of Shares held by such Stockholder immediately prior related Loss theretofore paid to the Closing, as set forth on Schedule A hereto, and Indemnified Party by the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnifying Party).

Limits on Indemnification. No amount (a) The aggregate liability of Seller to indemnify Buyer Indemnified Persons from and against any Indemnifiable Losses arising solely under Section 11.2(a)(i) hereof shall be payable ------------------------- by not exceed One Hundred Fifty Million Dollars ($150,000,000.00) (the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b"CAP"), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or . (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With ) Seller will not have any obligation to indemnify Buyer Indemnified Persons with respect to any claim Indemnifiable Losses arising solely under Section 11.2(a)(i) until Buyer shall first have suffered such aggregate Indemnifiable Losses in excess of Twenty ($20,000,000.00) (the "BASKET") (at which point Seller will be obligated to indemnify Buyer Indemnified Persons for indemnifiable all such Indemnifiable Losses made by in excess of Five Million Dollars ($5,000,000) (the Parent pursuant to Section 6.02(a"DEDUCTIBLE"), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366); provided, however, that Seller will not have any obligation to indemnify Buyer Indemnified Persons with respect to individual or related Indemnifiable Losses of less than Twenty-Five Thousand Dollars ($25,000.00) each, and such Indemnifiable Losses shall not be counted toward the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation Basket or Deductible; and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, provided further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that notwithstanding the maximum amount foregoing, the Cap, the Basket and the Deductible shall not apply to Indemnifiable Losses that Seller is obligated to indemnify pursuant to Section 11.2(a)(i) above with respect to breaches of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation representations and warranty warranties contained in Section 3.04 3.1 (Organization, Qualification and Authority), Section 3.2 (Capitalization), Section 3.3 (Authorization; Valid and Binding Agreement), Section 3.17 (Brokers' Fees), Section 4.1 (Organization, Qualification and Authority), Section 4.2 (Authorization; Valid and Binding Agreement), Section 4.5 (Title to Purchased Shares) and Section 4.6 (Brokers' Fees) and within the definition of Buyer Indemnified Taxes. (c) Seller shall have no obligation to indemnify Buyer Indemnified Persons from and against any Indemnifiable Losses arising out of the breach of a representation or warranty made herein or pursuant hereto unless Buyer makes a written claim for the breach within the Survival Period applicable to such representation or warranty, provided that the Survival Period shall not apply to claims based on fraud or intentional misrepresentation. (d) An Indemnified Party shall, at the Indemnifying Party's request, reasonably cooperate in the defense of any matter subject to indemnification hereunder, subject to Section 11.4. (e) The amount of any Indemnifiable Losses payable under Section 11.2 by the Indemnifying Party shall be an amount equal net of (i) amounts actually recovered from any third party with indemnification obligations or from any other Person responsible therefor (other than pursuant to insurance policies purchased by the Company and its Subsidiaries after the Closing or purchased by Buyer or any of its Affiliates (other than the Company and the Company's Subsidiaries) and (ii) the Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Indemnifiable Losses (but only to the value extent such benefit has actually reduced such Indemnified Party's Tax liability). If an Indemnified Party receives any amounts from any third party with indemnification obligations or from any other Person found to be responsible for any Indemnifiable Losses (other than pursuant to insurance policies purchased by the Company and its Subsidiaries after the Closing or purchased by Buyer or any of its Affiliates (other than the Company and the Company's Subsidiaries)), subsequent to an indemnification payment by any Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party to the Indemnified Party. (f) No Indemnifying Party shall be liable under Section 11.2 for punitive damages except in the event of fraud. (g) Each Indemnified Party shall take and shall cause their respective Affiliates to take commercially reasonable steps to mitigate and otherwise minimize the Indemnifiable Losses upon and after becoming aware of any event that would be reasonably expected to give rise to any Indemnifiable Losses, provided that the costs of such mitigation shall be Indemnifiable Losses. (h) If an Indemnified Party receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnified Party could have recovered all or part of such Indemnifiable Losses from a third party other than pursuant to an insurance policy held by the Indemnified Party (a "POTENTIAL CONTRIBUTOR") based on the Closing Date underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of all Parent Shares and Parent Warrants received by such Stockholder pursuant its rights to this Agreement; provided, further, there shall be no limit on proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserpayment.

Limits on Indemnification. No amount (a) Buyer's and Parent's remedies with respect to Losses specified in Section 6.2 shall be payable ------------------------- satisfied first by the Stockholders assertion of their respective rights under the Escrow Agreement in respect of the Escrow Fund. (b) Seller shall not be liable to Buyer or Parent for any Loss arising hereunder until the aggregate amount of all such Losses exceeds $100,000 in the aggregate (the "Threshold Amount"), at which time only those Losses in excess of the Threshold Amount shall be subject to Seller's indemnification obligations. Neither Buyer nor Parent shall be liable to Seller for any Loss arising hereunder until the aggregate amount of all such Losses exceeds the Threshold Amount at which time only those Losses in excess of the Threshold Amount shall be subject to Buyer's and Parent's indemnification obligations. Notwithstanding the foregoing, the Threshold Amount shall not apply to Liabilities or obligations of (i) Seller to Buyer and Parent for a reduction in the Purchase Price based on the calculation of Closing Date Net Assets pursuant to Section 6.02(a1.3, or (ii) or 6.02(b), respectively, unless Buyer and Parent to Seller for an increase in the aggregate dollar amount Purchase Price based on the calculation of all Losses which would otherwise be indemnifiable Closing Date Net Assets pursuant to Section 6.02(a1.3. (c) or (b), as applicable, exceeds $50,000, in which case Notwithstanding any provision of the full amount of such Losses shall be payable as provided in Section 6.02. With respect Agreement to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fractioncontrary, the numerator Seller's maximum liability to Parent or Buyer in connection with this Agreement shall not exceed $4,500,000. Notwithstanding any provision of which shall be the total number of Shares held by such Stockholder immediately prior Agreement to the Closingcontrary, as set forth on Schedule A hereto, Buyer's and the denominator of which Parent's aggregate liability to Seller in connection with this Agreement shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) not exceed $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser4,500,000.

Limits on Indemnification. No amount (a) Sellers’ indemnification obligation under Section 14.04(b) shall be payable ------------------------- by only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b)Closing, respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim except for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) any breach of Seller’s representations in Sections 5.01, 5.02, 5.03 and 5.04 (collectively, the total amount of such Losses multiplied by “Fundamental Representations”) which shall survive Closing indefinitely, (ii) a fractionany breach of Section 5.08 and Section 5.20, the numerator of which shall be survive the total number Closing until sixty (60) days after the expiration of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretoapplicable statute of limitations, and the denominator (iii) any breach of Section 5.31, which shall be 1,433,366survive Closing until sixty (60) days after the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary The remainder of this Agreement (including Buyer’s representations and warranties in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(aArticle VI) shall survive the Closing indefinitely except as may otherwise be an amount equal to (x) $2,100,000 multiplied by (y) a fractionexpressly provided herein. Representations, the numerator of which warranties, covenants and agreements shall be of no further force and effect after the total number date of Shares held by such Stockholder immediately prior to the Closingtheir expiration, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, provided that there shall be no limit on termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), then Sellers shall have no obligation under Section 14.04(b) with respect to any such Losses. If the total amount of all Buyer Losses exceeds the Basket, then Sellers’ obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserBasket.

Limits on Indemnification. No amount shall be payable ------------------------- by (a) From and after the Stockholders or Closing, the Securityholders will not have any obligation to indemnify Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With Indemnitees with respect to any claim for indemnifiable Indemnifiable Losses made by the arising under Section 8.2(a)(i) (other than Parent pursuant to Section 6.02(a)Indemnifiable Losses based upon, each Stockholder shall indemnify the Parent only for such portion arising out of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied or caused by (ii1) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representationCapitalization Representations, warranty or covenant that gave rise to such Losses resulted from or arose out (2) any breach of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreementa Tax Representation, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of and (3) any breach of the representation and warranty contained set forth in Section 3.04 4.5(d)) until Parent Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000.00 (the “Basket”) (at which point the Securityholders will be an amount equal obligated to indemnify Parent Indemnitees for all such Indemnifiable Losses from the value on first dollar). (b) The aggregate liability of the Closing Date of Securityholders pursuant to this Article 8 with respect to all Parent Shares Indemnifiable Losses under Section 8.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Tax Representation, and (3) any breach of the representations and warranties set forth in Section 4.5(d)) shall not exceed $4,000,000.00. For the avoidance of doubt, the aggregate liability of the Securityholders pursuant to this Article 8 with respect to all Parent Warrants Indemnifiable Losses based upon, arising out of or caused by a breach of the Capitalization Representations, Tax Representations and the representations and warranties forth in Section 4.5(d) shall not be limited under this Section 8.3(b). (c) The aggregate liability of each Founder with respect to all Parent Indemnifiable Losses arising under Section 8.2(a) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations) shall not exceed the aggregate Merger Consideration received by such Stockholder all Securityholders pursuant to this Agreement. For purposes of this Section 8.3(c), each ▇▇▇▇▇▇ Share shall be valued at the Trailing Average for purposes of determining the aggregate Merger Consideration received by all Securityholders pursuant to this Agreement. (d) The aggregate liability of each Securityholder (other than the Founders, whose liability is not limited by this subsection (d)) with respect to all Parent Indemnifiable Losses arising under Section 8.2(a) shall not exceed the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. For purposes of this Section 8.3(d), each ▇▇▇▇▇▇ Share shall be valued at the Trailing Average for purposes of determining the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. (e) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 8 shall be net of the excess, if any, of (i) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (ii) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under clause (i) above. (f) The liability of any Person under Article 8 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 8.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought, or (iii) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, furtherthat with respect to such rights and remedies at law or equity, there the parties hereto further acknowledge and agree that none of the provisions of this Article 8, nor any reference to Article 8 throughout this Agreement, shall be no limit on the amount deemed a waiver of -------- ------- indemnifiable Losses that any defenses which may be recovered from available in respect of actions or claims for fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (g) For purposes of determining whether any representation or warranty has been breached for purposes of this Article 8, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read, taking into account the Parent information provided in the event that the breach of the representationCompany Disclosure Schedule, warranty without regard to materiality (including Company Material Adverse Effect or covenant that gave rise to such Losses resulted from ▇▇▇▇▇▇ Material Adverse Effect) or arose out of fraud on the part of the Parent or the PurchaserKnowledge qualifications contained therein.

Limits on Indemnification. (a) The sole and exclusive source of satisfaction and payment of Damages for Claims made by any Wisconsin Indemnified Parties pursuant to Section 9.1 shall be a claim against the Escrow Shares pursuant to the Escrow Agreement, and the Former APP Stockholders (including the Escrow Participants) and the Stockholders’ Representative, individually or as a group, shall not have any obligation, responsibility or personal liability for the satisfaction and payment of any obligations hereunder, including without limitation any Covered Damages. (b) No amount obligations shall be payable ------------------------- by out of the Stockholders or the Parent pursuant to Escrow Shares under Section 6.02(a9.1(a) or 6.02(b), respectively, unless and until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Covered Damages in respect of Claims under Section 6.02(a9.1(a) or exceed $250,000 (bthe “Basket”), as applicable, exceeds $50,000, in which case . At such time that the full aggregate amount of such Losses Covered Damages exceeds the Basket, the Wisconsin Indemnified Parties shall only be entitled to recover out of the Escrow Shares such amount of such Covered Damages which exceed the Basket, subject to the Cap. Notwithstanding the foregoing, the Basket shall not apply to Claims brought for breaches of the representations and warranties contained in Sections 4.1 (Organization, Standing and Corporate Power), 4.2 (Corporate Authority; Non-contravention), 4.3 (Capital Structure) or 4.13 (Taxes) or for claims arising from or based on fraud, intentional misrepresentation, felonious criminal activity or willful misconduct. (c) Any qualifications in the representations, warranties and covenants of APP with respect to a Material Adverse Effect, materiality, material or similar terms will not have any effect with respect to the determination of the existence of a breach, the calculation of the amount of any Covered Damages or the application of the Basket. (d) No obligations shall be payable as provided out of the Escrow Shares under Section 9.1 for Covered Damages in respect of Claims under Section 6.02. With respect to any claim for indemnifiable Losses made by 9.1 that exceed, in the Parent pursuant to Section 6.02(a)aggregate, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,36625,000,000; provided, however, that from and after the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder sixth-month anniversary of the representation and warranty contained in Section 2.02(c) as applied Closing Date, to the extent that Escrow Shares owned by itare released pursuant to the Escrow Agreement, such amount shall be an amount equal reduced to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach 25% of the representationforegoing (such amount, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreementas applicable, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser“Cap”).

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a) unless and until the maximum aggregate amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent Indemnifying Party equals or exceeds $2,025,000, in which case an Indemnifying Party shall be $2,100,000liable only for the Losses in excess of such amount; provided, howeverthat no Losses may be claimed by any Indemnified Party or may be included in calculating the aggregate Losses for the purpose of this clause (i) other than Losses in excess of $50,000, that (ii) the maximum aggregate amount of indemnifiable Losses -------- ------- that which may be recovered from a Company Indemnifying Party arising out of or relating to the matters set forth in Section 2.13 and Section 8.2 shall be the Escrow Amount (which shall constitute the sole and exclusive remedy for such matters), and (iii) the Holders, Optionholders and Warrantholder shall not be obligated to indemnify the Parent by or any Stockholder if other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, further that the foregoing clauses (i) and (ii) shall not apply to Losses are a result arising out of or relating to the breach of any Fundamental Representation or claims based on Fraudulent breach of the any representation and or warranty contained described in Section 3.04 8.2, for which in the case of liability of any Holder, Optionholder or Warrantholder the maximum liability shall be an amount equal the portion of the Gross Cash Merger Consideration and Closing Stock Merger Consideration (valuing shares of Parent Common Stock using the Average Stock Price) actually paid to such Person. No Indemnified Party may make a claim after the value on first anniversary of the Closing Date for indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of all Parent Shares and Parent Warrants received by such Stockholder pursuant a particular representation or warranty, except with respect to this Agreement; provided, further, there shall be no limit a claim based on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the a Fundamental Representation or Fraudulent breach of any representation or warranty described in Section 8.2 or Section 8.3, for which no Indemnified Party may make a claim after the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part expiration of the Parent or the Purchaserapplicable statute of limitations.

Limits on Indemnification. No amount (a) Neither Buyer nor the Sellers shall be payable ------------------------- entitled to assert a claim for indemnification from the other party (the Sellers being considered one party for purposes of this subsection only) under the provisions of Sections 9.2, 9.3 or 9.4, as the case may be, until such time as the claims subject to indemnification by such other party exceed, in value in the Stockholders or aggregate, $37,500, at which time all claims, including without limitation those included in determining that such threshold amount has been met, may be asserted. Indemnity claims asserted under Section 10.1 below shall be included in determining whether such threshold amount has been met. (b) The aggregate indemnification obligation of the Parent pursuant to Indemnifying Sellers under Section 6.02(a) or 6.02(b9.2(a), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable(c), exceeds $50,000(e), in which case the full amount of such Losses and (f) and Section 10.1 shall be payable as provided in Section 6.02. With respect limited to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on sum of $283,047. The aggregate indemnification obligation of the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there Indemnifying Sellers under Section 9.2(d) shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise limited to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the sum of $783,047. The respective indemnification obligation of each Seller (other than the Indemnifying Sellers) under Section 9.4 shall be limited to the aggregate value on of the Closing Date shares of all Parent Shares and Parent Warrants received Buyer's Common Stock acquired by such Stockholder Seller pursuant to this Agreement (valued in accordance with subsection (d) below); provided such Seller satisfies the entire amount of such obligation pursuant to subsection (d) below. Notwithstanding any provision hereof to the contrary, each Indemnifying Seller's obligation under Section 9.4 shall be unlimited and to the extent any Indemnifying Seller indemnifies Buyer with respect to a breach of such Indemnifying Seller's own representations, warranties or covenants, such indemnification shall be deemed to have been made under Section 9.4. The aggregate indemnification obligation of Buyer under Section 9.3 shall be limited to $283,047. In the event the Indemnifying Sellers default on their obligations under this Article IX, Buyer shall have the right to suspend its performance of the Switzer Warrant and the DeSimone Warrant (collectively, the "Warrants") ▇▇▇▇l such default is ▇▇▇▇▇▇▇. Any such suspension shall not be deemed to delay the expiration of the Warrants. (c) Notwithstanding the foregoing, the limitations set forth in this Section 9.6 shall not apply to fraudulent misrepresentations or intentional misconduct. (d) Subject to the following provisions, in the event any payment of the indemnity obligations of the Sellers set forth in Sections 9.2 or 9.4 is required to be made, the Sellers may satisfy such payment by the delivery to Buyer of shares of Buyer's Common Stock acquired by them pursuant to this Agreement; provided, furtherwhich shares, there for such purpose, shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent valued at $2.50 per share in the event that case of Rissanen, or $3.00 per share in the breach case of any other Seller. The number of shares of Buyer's Common Stock any Seller may use to satisfy such indemnity obligations shall not exceed the representationnumber of shares of Buyer's Common Stock acquired by such Seller pursuant to this Agreement, warranty or covenant that gave rise minus the number of shares of Buyer's Common Stock sold by such Seller following the date of this Agreement. If, prior to the Escrow Release Date, any Indemnifying Seller elects to satisfy a Unicorp Claim (as defined below) by tendering shares of Buyer's Common Stock pursuant to this subsection, Buyer may elect to retain such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.shares

Limits on Indemnification. No amount (a) The maximum of any liability of the Sellers for all indemnity claims shall be payable ------------------------- limited to the amount of the Purchase Price; except for (i) claims involving the subject matters of Sections 4.19; (ii) for exemplary or punitive damages; (iii) claims made for fraud, deceit or misrepresentation; and (iv) fines or penalties levied by Governmental Entities, all of which ((i)-(iv)) shall be unlimited as to amount. In addition, the Stockholders Sellers shall not have an indemnification obligation to the Buyers under this Agreement until the total of all Losses exceeds an aggregate of two hundred thousand dollars ($200,000) and then only to the extent that such Losses exceed such amount. Section 10.6 provides the Buyers' exclusive indemnification remedy for Product Warranty Work, and such Product Warranty Work shall not be taken into consideration in determining whether Losses have exceeded the $200,000 limitation referred to herein. (b) Sellers' liability for all indemnity claims involving the subject matter of Section 4.24 shall be further limited as follows: (i) Buyers shall bear 331/3% of all Losses related to Section 4.24 and Sellers shall be liable for the remaining 662/3%, (ii) Losses related to Section 4.24 shall not be subject to the $200,000 deductible provided for in Section 10.5(a) and shall not be taken into consideration in determining whether Losses have exceeded the $200,000 deductible provided for in Section 10.5(a), (iii) Losses related to Section 4.24 shall be covered only to the extent they arise as a result of or are incurred in connection with reasonable requirements of any third party lender, purchaser or material real estate lessee or lessor in connection with any material transaction undertaken by any Buyer or its assigns or any governmental action taken, or any action required by any Governmental Entity in connection with enforcement of any Law. Buyers represent that they are unaware of any such third party or governmental requirements as of the Parent date of this Agreement and as of the Closing Date. As a condition to indemnification under this Section 10.5(b) , each Buyer shall, prior to taking any activities which may lead to a claim for indemnification under this Section 10.5(b), provide Sellers with material information leading to a Buyer's consideration of such activities, and will consult with Sellers concerning the reasonableness of the need for, and extent of, such activities. The provisions of this Section 10.5(b) are not intended to limit the effect of any other provisions of this Agreement except as explicitly stated herein. (c) Sellers shall have no liability for any indemnity claim asserting that the amount of obsolete Inventory is in excess of the agreed amount of $353,000, which amount has been credited against the Purchase Price pursuant to Section 6.02(a) or 6.02(b2.3(b)(i)(J), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount shall be payable ------------------------- by (a) Notwithstanding any provision of this Agreement to the Stockholders or the Parent contrary, except as set forth in this Section 6.07(a), a Buyer Indemnified Party may not recover any Losses pursuant to Section 6.02(athis Article VI unless and until a Notice of Claim identifying such Losses in excess of fifty thousand dollars ($50,000) or 6.02(b), respectively, unless in the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant (the “Threshold Amount”) has or have been delivered to Section 6.02(a) or (b), as applicable, exceeds $50,000the Stockholders’ Representative, in which case the full Buyer Indemnified Party shall be entitled to recover the aggregate amount of such Losses Losses, including the Threshold Amount. A Buyer Indemnified Party shall be payable entitled to recover for, and the Threshold Amount shall not apply as provided in Section 6.02. With a threshold to, any and all claims or payments made with respect to any claim for indemnifiable right to recover Losses made (A) pursuant to Fraud or willful misrepresentation in connection with this Agreement or any certificates or other instruments delivered by or on behalf of the Parent Company pursuant to this Agreement or in connection with the Transactions, (B) resulting from the breach of any Fundamental Representation, or (C) arising out of or resulting from the indemnified items in Section 6.02(c) or Section 6.02(e). (b) Except as set forth in Section 6.07(c), Section 6.07(d), and Section 6.07(e), the maximum aggregate amount that the Buyer Indemnified Parties may recover from the Stockholders with respect to a Buyer Claim pursuant to Section 6.02(a6.02 shall be limited to US-Dollars Three Million Four Hundred Fifty Thousand Dollars (USD $3,450,000) in the aggregate (the “Non-Fundamental Cap”) and prior to the second anniversary of the Closing the Escrow Fund shall be the sole and exclusive source of any indemnification payments for any Buyer Claim which is subject to the limit set forth in this Section 6.07(b). (c) The maximum aggregate amount that the Buyer Indemnified Parties may recover from the Stockholders with respect to a Buyer Claim pursuant to Section 6.02 involving the breach of an Intermediate Representation is any amounts then available in the Escrow Fund plus an additional $2,300,000 (the “Intermediate Cap”), each and the Escrow Fund shall be the initial source of any indemnification payments for any Buyer Claim which is subject to the limit set forth in this Section 6.07(c). (d) The maximum aggregate amount that the Buyer Indemnified Parties may recover from any Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal (an “Indemnifying Stockholder”) with respect to (i) a Buyer Claim pursuant to Section 6.02 involving the total amount breach of such Losses multiplied by a Fundamental Representation, (ii) a fraction, any willful misrepresentation by the numerator Company or any Stockholder other than the Indemnifying Stockholder in connection with the Transactions of which the Indemnifying Stockholder did not have actual knowledge or (iii) any Fraud on the part of the Company or any Stockholder other than the Indemnifying Stockholder of which the Indemnifying Stockholder did not have actual knowledge, is such Indemnifying Stockholder’s pro rata amount of the then available Escrow Fund plus an additional amount equal to the balance of the Purchase Price paid or deemed to be paid, directly or indirectly, with respect to the Shares transferred at the Closing by such Indemnifying Stockholder (the “Purchase Price Cap”), and the Escrow Fund shall be the total number initial source of Shares held any indemnification payments for any Buyer Claim which is subject to the limit set forth in this Section 6.07(d). (e) Notwithstanding anything to the contrary, nothing herein shall limit the liability of any Stockholder (and recovery by the Buyer Indemnified Parties pursuant to this Article VI shall not be limited to the Non-Fundamental Cap, the Intermediate Cap or the Purchase Price Cap) in respect of Losses arising out of or relating to (i) any willful misrepresentation by the Company or any Stockholder in connection with the Transactions to the extent such Stockholder immediately prior had actual knowledge of such misrepresentation, or (ii) any Fraud on the part of the Company or any Stockholder to the Closing, as set forth on Schedule A hereto, and the denominator extent such Stockholder had actual knowledge of which shall be 1,433,366. such Fraud. (f) Notwithstanding anything to the contrary set forth herein, (i) no payment shall be made from the Escrow Fund in this Agreementrespect of a Loss that is expected to be paid until such Loss is actually paid, (ii) in computing the maximum amount of indemnifiable Losses that may be recovered from paid, incurred, sustained or accrued by any Stockholder pursuant to Section 6.02(a) Buyer Indemnified Party, there shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be deducted an amount equal to the value on the Closing Date amount of all Parent Shares and Parent Warrants any insurance proceeds, indemnification payments, contribution payments or reimbursements received by such Stockholder pursuant to this Agreement; providedBuyer Indemnified Party in respect of such Losses, further, provided that there no Buyer Indemnified Party shall be no limit on obligated to make any claim under any insurance policy applicable to such Loss or seek other indemnification payments, contribution payments, or reimbursements, and (iii) all Losses indemnified by the amount of -------- ------- indemnifiable Losses that may be Stockholders and subsequently recovered from a third party by any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to Buyer Indemnified Party shall be paid by such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything Buyer Indemnified Party to the contrary Stockholders and allocated ratably among the Stockholders in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal accordance with their respective contributions to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserindemnification payment.

Limits on Indemnification. No amount Notwithstanding anything to the contrary, Seller’s and Seller Parent’s obligation to indemnify the Buyer Indemnified Parties shall be limited as follows: (a) no amounts of indemnity shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a8.2(a) or 6.02(b), respectively, unless and until such Buyer Indemnified Party shall have suffered indemnifiable Losses in excess of $3,300,000 (the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a“Deductible”) or (b), as applicable, exceeds $50,000in the aggregate, in which case the full amount of such Losses Buyer Indemnified Party shall be payable as entitled to recover only Losses in excess of the Deductible, provided in Section 6.02. With that the Deductible shall not apply with respect to any claim for indemnifiable Losses made by indemnification under Section 8.2(b), Section 8.2(c) or Section 8.2(e). Notwithstanding anything in this Agreement to the Parent contrary, the Seller shall not be obligated to provide indemnification with respect to any individual claim pursuant to Section 6.02(a8.2(a) for Losses if the entire amount of Losses relating to such claim is less than $25,000 (the “Per-Claim Threshold”), each Stockholder provided that in the case of any group of claims arising out of a common or related set of facts, events or circumstances, such claims shall indemnify be aggregated for purposes of determining whether the Parent only for such portion Per-Claim Threshold has been exceeded. Losses less than the Per-Claim Threshold shall not be included in the Losses that will be cumulated to determine when the Deductible is attained; (b) in no event shall the aggregate amount of such indemnifiable Losses equal indemnity required to be paid by the Seller pursuant to (i) the total amount of such Losses multiplied by Section 8.2(a) exceed $32,000,000 and (ii) a fractionSection 8.2(d), together with any claims brought under Section 8.2(a), exceed $50,000,000. (c) notwithstanding anything to the contrary, (other than with respect to Section 8.2(e)) the Seller and Seller Parent shall not have any indemnification obligation under this Agreement for an aggregate amount greater than the Purchase Price; (d) for purposes of computing the aggregate amount of claims, the numerator amount of which each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the total number Seller pursuant to Section 8.1 shall be limited to, the amount of Shares held Losses that remain after deducting therefrom (i) any Third Party insurance proceeds (other than proceeds from any representation and warranty insurance) and (ii) any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, in each case, net of any deductible amounts, increases in premiums and costs, expenses and Taxes paid or incurred with respect to such Stockholder immediately prior proceeds, including any other reasonable out-of-pocket costs incurred in procuring such recovery and only to the Closing, as set forth on Schedule A hereto, and the denominator of which extent actually received by a Buyer Indemnified Party. (e) no Buyer Indemnified Party shall be 1,433,366. entitled to indemnification under Article VIII to the extent a Liability or reserve relating to the matter giving rise to such Loss has been included in the calculation of Net Working Capital; (f) the Seller and Seller Parent shall not be liable for any Loss of a Buyer Indemnified Party to the extent that it would not have arisen but for, or that the Liability to which it relates has been increased by, any omission carried out on or after the Closing by or on behalf of any Buyer Indemnified Party; and (g) Notwithstanding anything to the contrary in this Agreement, for purposes of determining the maximum amount of indemnifiable any Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to are the subject matter of a claim for indemnification hereunder (x) $2,100,000 multiplied by (y) but not for purposes of determining whether there has been a fractionbreach), the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the each representation and warranty (other than Section 3.7(b) and Section 3.8(b)) in this Agreement will be read without regard and without giving effect to the term “material” or “Material Adverse Effect” or similar phrases contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty representation or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreementwarranty, the maximum amount inclusion of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent which would limit or potentially limit a claim by any Stockholder an Indemnified Party (as if such Losses are a result of any breach of the words were deleted from such representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserwarranty).

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.2(a) or Section 10.3(a) unless and until the maximum aggregate amount of indemnifiable Losses that which may be recovered from any Stockholder pursuant the Indemnifying Party under Section 10.2(a) or Section 10.3(a), as the case may be, equals or exceeds [***] Dollars ($[***]) (such amount, the “Tipping Basket”), after which, subject to Section 6.02(a) the other limitations set forth in this ARTICLE 10, the Indemnifying Party shall be an liable for the full amount equal to (x) $2,100,000 multiplied by (y) a fraction, of all Losses and not only those in excess of the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Tipping Basket; provided, however, that the maximum amount foregoing limitations shall not apply to breaches of, or inaccuracies in, the Fundamental Representations. Claims for indemnification pursuant to any other provision of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses Section 10.2 or Section 10.3 not referenced in this Section 10.4(a) are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied not subject to the Shares owned by itmonetary limitations set forth in this Section 10.4(a), shall be an amount equal but are subject to the value on other limitations set forth in this ARTICLE 10. For purposes of this ARTICLE 10, all qualifications as to materiality, including each reference to the Closing Date of words “Material Adverse Change”, “material” and “materiality” and all Parent Shares similar phrases and Parent Warrants received by such Stockholder pursuant to this Agreement; providedwords, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from in any Stockholder in the event that the breach of the representation, warranty warranty, covenant or covenant that gave rise to such Losses resulted from or arose out agreement contained herein will be disregarded for purposes of fraud on the part of such Stockholder. calculating Losses. (b) Notwithstanding anything to the contrary contained in this Agreement, other than with respect to a Securityholder’s Securityholder Indemnity Events, which is governed by Section 10.4(d), recovery directly against the maximum amount Securityholders with respect to each Securityholder’s Pro Rata Percentage of indemnifiable the Closing Payment (and subject to the Indemnification Cap in the aggregate) and Buyer’s right of set-off under Section 10.8 shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses that may be recovered for which it is entitled to indemnification from the Parent shall be $2,100,000Securityholders under Section 10.2; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal that, (i) prior to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; providedClosing, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered Buyer can seek recovery only from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.the

Limits on Indemnification. (a) No amount shall claim may be payable ------------------------- by the Stockholders asserted against either party for breach of any representation, warranty or the Parent pursuant to Section 6.02(a) or 6.02(b), respectivelycovenant contained herein, unless written notice of such claim in accordance with the aggregate dollar amount requirements of all Losses which would otherwise be indemnifiable pursuant Section 8.4 is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the applicable survival date set forth in Section 6.02(a) or (b), as applicable, exceeds $50,0008.1, in which case the full amount of such Losses representation, warranty or covenant shall be payable survive as provided in Section 6.02. With respect to any such claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for until such portion of such indemnifiable Losses equal to claim has been finally resolved. (ib) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Parent Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be $2,100,000; provided8,000,000 (the “Cap”), however, that except in the maximum amount case of indemnifiable Losses -------- ------- that may be recovered from indemnification for breach by the Parent by any Stockholder if such Losses are Seller of a result of any breach Fundamental Representation of the representation and warranty Seller, representations of the Seller contained in Section 3.04 shall be an amount equal to 3.12(b)(i) or, in the value on case of fraud, intentional misrepresentation or intentional breach by the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; providedSeller (“Seller Excluded Matters”), further, there shall be no limit on in which case the maximum aggregate amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Seller by the Buyer Indemnified Parties pursuant to Section 8.2 for Seller Excluded Matters shall be an amount equal to the Purchase Price less any amounts recovered pursuant to Section 8.2 for matters that are subject to the Cap; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a) shall be equal to the Cap, except in the event case of indemnification for breach by the Buyer of a Fundamental Representation of the Buyer or in the case of fraud, intentional misrepresentation or intentional breach by the Buyer (“Buyer Excluded Matters”), in which case the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by Seller Indemnified Parties pursuant to Section 8.3 for Buyer Excluded Matters shall be an amount equal to the Purchase Price less any amounts recovered pursuant to Section 8.3 for matters that are subject to the Cap; (iii) no Indemnifying Party shall be liable to any Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such Indemnified Party equals or exceeds $600,000 (the “Basket Amount”), in which case the Indemnifying Party shall be liable for all such Losses; provided, however, that no Losses may be claimed by any Indemnified Party or shall be reimbursable by an Indemnified Party or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $50,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that the Basket Amount and the Minimum Loss Amount shall not apply to indemnification for breach of Fundamental Representations, indemnification under Section 8.2(c) through Section 8.2(d), or in the case of fraud, intentional misrepresentation or intentional breach by the Indemnifying Party; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to the amount of any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto; (v) with regard to any indemnification obligations of Seller relating to a breach of the representationrepresentations and warranties contained in Section 3.30(a), warranty Seller shall only be obligated to pay an amount equal to (x) Buyer's Losses (calculated based upon 100% of the difference between the actual amount and the represented amount in question) multiplied by (y) 0.15; provided that any Losses incurred with regard to any expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses of the Buyer, its Affiliates or covenant its Representatives incurred in investigating, preparing or defending against the Losses incurred in connection with Section 3.30(a)) shall not be multiplied by 0.15, as set forth in the illustrative example set forth on Schedule 8.5(b)(v) of the Disclosure Schedules, provided, however, that gave Seller shall not be obligated to indemnify the Buyer for any Losses arising out of or relating to the Buyer’s failure to complete any actions set forth in Schedule 5.17(i), if any, other than any failure (1) of the Buyer to take actions that are not allowable under applicable Law or with respect to which Buyer has been advised by its outside accountant are not permissible to take, (2) resulting from the actions of third parties (other than such actions resulting from Buyer’s failure to complete any actions set forth in Schedule 5.17(i)) or (3) resulting from actions taken by Seller; (vi) with regard to any indemnification obligations of Seller relating to a breach of the representations and warranties contained in Section 3.30(b), Seller shall only be obligated to pay an amount equal to (x) Buyer's Losses (calculated based upon 100% of the difference between the actual amount and the represented amount in question) multiplied by (y) 0.20; provided that any Losses incurred with regard to any expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses of the Buyer, its Affiliates or its Representatives incurred in investigating, preparing or defending against the Losses incurred in connection with Section 3.30(b)) shall not be multiplied by 0.20, provided, however, that Seller shall not be obligated to indemnify the Buyer for any Losses arising out of or relating to the Buyer’s failure to complete any actions set forth in Schedule 5.17(ii), other than any failure (1) of the Buyer to take actions that are not allowable under applicable Law or with respect to which Buyer has been advised by its outside accountant are not permissible to take, (2) resulting from the actions of third parties (other than such actions resulting from Buyer’s failure to complete any actions set forth in Schedule 5.17(ii)), or (3) resulting from actions taken by Seller; (vii) with regard to any indemnification obligations of Seller relating to a breach of the representations and warranties contained in Sections 3.30(c) or (d), Seller shall only be obligated to pay an amount equal to (x) Buyer's Losses (calculated based upon 100% of the difference between the actual amount and the represented amount in question) multiplied by (y) (i) with respect to the portion of Buyer's Losses relating to any breach amount that is less than or equal to the actual Trapped Cash Amount, 0.50 and (ii) with respect to the portion of Buyer's Losses relating to any breach amount that is greater than the actual Trapped Cash Amount, 0.70; provided that any Losses incurred with regard to any expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses of the Buyer, its Affiliates or its Representatives incurred in investigating, preparing or defending against the Losses incurred in connection with Section 3.30(c) or (d)) shall not be multiplied by 0.50 or 0.70, as applicable, provided, further, that if the actual distributable reserves, unrestricted equity or similar concept of the Transferred Group after completion of the statutory accounts are greater than the sum of (1) the 2013 Distributable Amount as set forth on the Reserves Schedule and (2) the 2014 Distributable Amount, then the amount of Buyer’s Losses for purposes of this Section 8.5(vii) shall not include the amount by which such actual distributable reserves, unrestricted equity or similar concept are greater than the sum of (1) the 2013 Distributable Amount as set forth on the Reserves Schedule and (2) the 2014 Distributable Amount; (viii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to the amount of any Loss to the extent that such amount was taken into account in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.3; and (ix) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages (unless, in each case, such damages are paid to a third party, in which case the limitations in this clause (ix) shall not apply). Notwithstanding the foregoing, the parties hereby acknowledge and agree that with respect to the impact on the businesses of the Transferred Companies of any breach of the reps and warranties set forth in Section 3.27, the Losses of the Buyer Indemnified Parties shall include any and all Losses that may be available to such Buyer Indemnified Parties under applicable Law. (c) The amount of any and all Losses under this Article VIII shall be determined net (i) of, with respect to Losses relating to the Transferred Companies (other than VC Brands and Investopedia), any net non-U.S. Tax benefit actually realized by the applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses in the taxable year in which the indemnity payment is made or the three succeeding taxable years, or any prior taxable year (or portion thereof) that begins after the Closing Date and (ii) of any insurance or other recoveries actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to such the right of indemnification. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (d) The Buyer and the Seller shall use commercially reasonable efforts to mitigate all Losses resulted from or arose out of fraud on for which indemnification may be required hereunder. Without limiting the part generality of the Parent foregoing, the Buyer and the Seller shall, or shall cause the Purchaserapplicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum : (a) no amount of indemnifiable Losses that may shall be recovered from any Stockholder payable by Seller pursuant to Section 6.02(a10.2(a)(i) shall be an until the aggregate amount equal of all claims for Damages that are indemnifiable pursuant to (xSection 10.2(a)(i) exceeds $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto50,000, and then only for the denominator amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of which $10,000 or less shall be 1,433,366count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the maximum limitations set forth in this Section 10.4(a) shall not apply to a breach of any Fundamental Representation, Tax Rep or covenant or obligation contained in (x) this Agreement or (y) any certificate delivered at the Closing pursuant hereto, or with respect to Fraud committed by Seller; (b) no amount shall be payable by Buyer pursuant to Section 10.2(b)(i) until the aggregate amount of all claims for Damages that are indemnifiable Losses ----------------- pursuant to Section 10.2(b)(i) exceeds $50,000, and then only for the amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the limitations set forth in this Section 10.4(b) shall not apply to a breach of any Fundamental Representation or covenant or obligation contained in (x) this Agreement or (y) any certificate delivered at the Closing pursuant hereto, or with respect to Fraud committed by Buyer; (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from any StockholderSeller, if such Losses are a result other than pursuant to Section 10.2(a)(i) with respect to Seller Fundamental Reps, Tax Reps, the covenants of any breach by such Stockholder of the representation and warranty contained Seller set forth in Section 2.02(c) as applied to the Shares owned 5.12 or 5.13, or Fraud committed by itSeller, shall be an amount equal to the value on Indemnification Escrow Amount, and the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the total maximum aggregate amount of -------- ------- indemnifiable Losses that Damages for which indemnity may be recovered by the Buyer Indemnified Parties from any Stockholder Seller hereunder shall in no event exceed the event that total amount of consideration actually received by Seller pursuant hereto (the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, “Maximum Cap”); STRICTLY CONFIDENTIAL (d) the maximum aggregate amount of indemnifiable Losses that Damages for which indemnity may be recovered by the Seller Indemnified Parties from Buyer, other than pursuant to Section 10.2(b)(i) with respect to Buyer Fundamental Reps, the Parent shall be $2,100,000; provided, however, that the maximum amount covenants of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained Buyer set forth in Section 3.04 5.13, or Fraud committed by Buyer, shall be an amount equal to the value on Indemnification Escrow Amount, and the Closing Date total maximum aggregate amount of all Parent Shares and Parent Warrants received Damages for which indemnity may be recovered by such Stockholder pursuant to this Agreement; provided, further, there the Seller Indemnified Parties from Buyer hereunder shall be in no limit on event exceed the Maximum Cap; (e) the amount of -------- ------- indemnifiable Losses any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in the Financial Statements that may are specifically identified with respect thereto; (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be recovered from net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the Parent realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under Section 10.2 or 10.3, all payments shall be reduced by any Tax benefit recognized or reasonably expected to be recognized by the Indemnified Party in any Tax year in which or prior to which the Damages arise (or in any of the three (3) immediately succeeding Tax years), in each case on account of the underlying claim; (i) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual Knowledge, on or before the Closing, of a breach of the a representation, warranty or covenant that gave rise of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; (j) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 10.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such Losses resulted from or arose out recovered Damages, subject to the subrogation rights of fraud on the part any insurer providing insurance coverage under one of the Parent Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; (k) the sole and exclusive recourse for the payment of Damages to the Buyer Indemnified Parties pursuant to Section 10.2(a) (other than with respect to a breach of a Seller Fundamental Rep or Tax Rep by Seller, breach of a covenant of Seller set forth in Section 5.12 or 5.13, or Fraud committed by Seller, in each case as to which this Section 10.4(k) shall have no effect) shall be by payment from the PurchaserIndemnification Escrow Account pursuant to the terms and conditions of the Escrow Agreement and Section 10.5; (l) any Liabilities that are reflected in Closing Working Capital and therefore reflected in Purchase Price pursuant to Section 2.2 and in the purchase price adjustment provisions of Section 2.3, or that are reflected in the post-Closing adjustment payment provisions of Section 2.7, are expressly excluded from the indemnification provisions of this Article X and the sole and exclusive recourse for any payment based on any such Liabilities shall be Section 2.3 and Section 2.7, as applicable; and (m) for purposes of this Article X, the representations and warranties contained in this Agreement shall be deemed to have been made without any qualifications as to materiality or Material Adverse Effect.

Limits on Indemnification. No amount (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $150,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall be payable ------------------------- by obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Stockholders or Basket). Notwithstanding the Parent pursuant to foregoing, neither claims asserted under Section 6.02(a5.2(a)(i) or 6.02(b), respectively, unless the aggregate dollar amount for Buyer Indemnifiable Losses arising from a breach of all Losses which would otherwise be indemnifiable pursuant to a Seller Fundamental Representation nor claims asserted under Section 6.02(a5.2(a)(ii)-(a)(viii) or (b), as applicable, exceeds $50,000, in which case the full amount of such for Buyer Indemnifiable Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior subject to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Basket. (b) Notwithstanding anything to the contrary in this Agreementcontained herein, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder aggregate liability of the Seller Parties for Buyer Indemnifiable Losses arising under Section 5.2(a)(i) from a breach of a representation and or warranty contained in Section 2.02(c) as applied to that is not a Seller Fundamental Representation shall not exceed the Shares owned by itIndemnification Escrow Amount. Otherwise, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit cap on the amount Seller Parties’ indemnification obligation for Buyer Indemnifiable Losses. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees shall first have suffered aggregate Seller Indemnifiable Losses in excess of -------- ------- indemnifiable the Basket (at which point, subject to the limitations set forth in this Article V, Buyer shall be obligated to indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(b)(i) for Seller Indemnifiable Losses that may be recovered arising from any Stockholder in the event that the a breach of a Buyer Fundamental Representation nor claims asserted under Section 5.2(b)(ii)-(b)(iv) for Seller Indemnifiable Losses shall be subject to the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Basket. (d) Notwithstanding anything to the contrary in this Agreementcontained herein, the maximum amount aggregate Liability of indemnifiable Buyer for Seller Indemnifiable Losses that may be recovered arising under Section 5.2(b)(i) from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of a representation or warranty that is not a Buyer Fundamental Representation shall not exceed the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, furtherIndemnification Escrow Amount. Otherwise, there shall be no limit cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (e) An Indemnified Party shall, at the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Indemnifying Party’s reasonable request, cooperate in the event that defense of any matter subject to indemnification hereunder at the breach Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representation, warranty representations or covenant that gave rise to such Losses resulted from warranties contained herein or arose out of fraud willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Parent Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Indemnification Escrow Amount and then, following the release or exhaustion of the PurchaserIndemnification Escrow Amount, directly against the Seller Parties. (i) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five

Limits on Indemnification. No amount (a) The Seller and ▇'▇▇▇▇▇▇ shall not be payable ------------------------- by liable to the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless Buyer for any Loss arising hereunder until the aggregate dollar amount of all such Losses exceeds Fifty Thousand Dollars ($50,000) in the aggregate (the "Threshold Amount"), at which would otherwise time only those Losses in excess of the Threshold Amount shall be indemnifiable pursuant subject to Section 6.02(a) or the Seller's and ▇'▇▇▇▇▇▇'▇ indemnification obligations. (b)) Notwithstanding any provision of the Agreement to the contrary, as applicable, exceeds $50,000, the maximum liability of the Seller and ▇'▇▇▇▇▇▇ to the Buyer in which case connection with this Agreement shall equal the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to lesser of: (i) the total amount of the Purchase Price paid to Seller or (ii) Eight Million Five Hundred Thousand Dollars ($8,500,000.00). (c) Notwithstanding any other provision of this Agreement, and in addition to any other rights and remedies available to the Buyer and Toymax, the Seller and ▇'▇▇▇▇▇▇ acknowledge and agree that the Buyer and Toymax shall have the right of set-off and reduction against any other amounts owed to the Seller by the Buyer or any of its Affiliates, in respect of all Losses with respect to which the Buyer and Toymax is entitled to indemnification under this Article VII. To the extent that, at the time the payment of a Contingent Payment or an Additional Payment is due and there are outstanding Claims pending against the Seller and ▇'▇▇▇▇▇▇ for indemnification, the aggregate amount of such Losses multiplied Claims shall not be paid with respect to such Contingent Payment or Additional Payment, until any and all such Claims are settled or paid to the Buyer and Toymax. The Buyer and Toymax agree to notify the Seller of any such set-off by (ii) the Buyer; provided that the failure to give such notice shall not affect the validity thereof. If it is determined that any portion of a fractionContingent Payment or an Additional Payment withheld pursuant to this Section 7.5 should have been paid to the Seller, the numerator Buyer shall pay to the Seller an amount by wire transfer of immediately available funds equal to such amount wrongfully withheld plus interest which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be accrue at an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount annual compounded rate equal to the value general prime rate in effect on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder applicable date as reflected in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered Wall Street Journal calculated from the Parent shall be $2,100,000; provided, however, that date such payment should have been made until the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if date such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserpayment is actually made.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum amount of indemnifiable Losses that may Seller shall not be recovered from liable to any Stockholder Buyer Indemnified Party for any claim for indemnification pursuant to Section 6.02(a9.2(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, unless and until the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Parent Seller equals or exceeds $750,000 (the “Deductible”), in which case the Seller shall be $2,100,000liable only for the Losses in excess of the Deductible; provided, however, that no Loss resulting from any single claim (or series of related claims arising out of the maximum amount of indemnifiable Losses -------- ------- that same facts, events or circumstances) may be recovered from the Parent claimed by any Stockholder if Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (i) unless the Loss resulting from such Losses are a result single claim (or series of any breach related claims arising out of the representation and warranty contained in Section 3.04 shall be an amount equal to same facts, events or circumstances) exceeds $25,000 (the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement“Minimum Loss Amount”); provided, further, there however, that neither the Deductible nor the Minimum Loss Amount shall be no limit on apply to any Losses with respect to any Fundamental Representations or the representations and warranties of Seller set forth in Section 3.13 (Taxes); (ii) the maximum aggregate amount of -------- ------- indemnifiable Losses that may be recovered from the Parent Seller by Buyer Indemnified Parties pursuant to Section 9.2(a) shall not exceed an amount equal to (x) $5,000,000 plus (y) ten percent (10%) of the Post-Closing Payment (the “Cap”); provided, however, that the Cap shall not apply to any Losses with respect to any Fundamental Representations or the representations and warranties of Seller set forth in Section 3.13 (Taxes); provided, further, that, upon the finalization of the Post-Closing Payment in accordance with Section 2.9 and the parties have determined the final amount of the Cap, the Cap will be deemed to have been such amount as of the Closing Date and any Buyer Indemnified Party shall be entitled to recover Losses for claims, whether such claims arose prior to or after the finalization of the Post-Closing Payment and the Cap, from the Seller up to, but not exceeding, the Cap, subject to the limitations set forth in this Section 9.5; (iii) the maximum aggregate amount of Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 9.2 or otherwise shall not exceed the Purchase Price; and (iv) no party hereto shall have any Liability under any provision of this Agreement for any consequential, special, punitive, exemplary, or speculative damages, except to the extent such damages (A) are recovered by third parties in connection with Losses indemnified under this Agreement or (B) are Losses that constitute lost profits, consequential damages or diminution in value damages (“Specified Losses”) that were the direct, probable, and reasonably foreseeable consequence of the relevant breach and were not occasioned by special circumstances relating to the Indemnified Party; provided, however, that in no case will any Specified Losses be deemed to result from a failure to achieve a Customer Migration Event if a Post-Closing Payment (of any amount) becomes payable pursuant to this Agreement. (b) The amount of any and all Losses under this ARTICLE IX shall be determined net of any insurance, indemnity, reimbursement arrangement, contract, or other recovery actually received or realized by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, in each case net of costs of collection and the net present value of any retro-premiums or premium increases resulting therefrom (each, an “Alternative Recovery”). The Indemnified Party shall use commercially reasonable efforts to seek recovery under all such Alternative Recoveries with respect to any Loss to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. In the event that the Indemnified Party receives or realizes the recovery of any amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount to the Indemnifying Party. (c) A party shall not recover under this Agreement and any Ancillary Agreement for the same Loss. (d) Nothing in this Agreement shall modify any party’s common law obligation in respect of mitigation of damages. (e) If any representation or warranty made by the Seller contained in this Agreement is qualified by materiality, “Material Adverse Effect” or a derivative thereof, such qualification will be ignored and deemed not included in such representation or warranty for purposes of determining whether there has been a breach or inaccuracy of such representation or warranty and for purposes of calculating the representation, warranty amount of Losses with respect to any such breach or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserinaccuracy.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in herein (other than the proviso ending this Agreement, Section 8.4): (a) the maximum amount of indemnifiable payable by an Indemnifying Party for Losses that may be recovered from any Stockholder solely pursuant to Section 6.02(a8.2(i) or Section 8.3(A)(i) shall not exceed an aggregate amount equal to five percent (5%) of the Purchase Price (the “Cap”); provided, that the foregoing Cap shall not apply to (i) Losses arising out of or relating to the inaccuracy or breach of any Seller Core Representation or Buyer Core Representation or (ii) any Losses relating to the Balance Sheet Date Net Cash reflected in the calculation of the Purchase Price; (b) no amount shall be payable pursuant to Section 8.2(i) unless and until the aggregate amount of Losses indemnifiable thereunder exceeds an amount equal to one-half percent (x0.5%) $2,100,000 multiplied by of the Purchase Price (y) a fractionthe “Deductible”), the numerator of in which event Seller shall be liable for the total number amount (if any) in excess of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretoDeductible, and the denominator of which no amount shall be 1,433,366payable pursuant to Section 8.3(A)(i) unless and until the aggregate amount of Losses indemnifiable thereunder exceeds the Deductible, in which event Buyer shall be liable for the amount (if any) in excess of the Deductible; provided, however, that the maximum amount limitations set forth in this Section 8.4(b) shall not apply to (i) any Losses arising out of indemnifiable or relating to the inaccuracy or breach of any Seller Core Representation or Buyer Core Representation or (ii) any Losses ----------------- that may relating to the Balance Sheet Date Net Cash reflected in the calculation of the Purchase Price; (c) Seller shall not be recovered liable for (i) Taxes (and any related Losses) other than Excluded Taxes, except for Taxes (and any related Losses) arising out of or resulting from any Stockholderthe breach of representations or warranties set forth in Section 3.13(g) or, if such Losses are by or at the request of Seller or its Affiliates (excluding, following the Closing Date, the Acquired Entities) a result of Form 8832 (or comparable state Tax form) was filed to cause any breach by such Stockholder of the representation Acquired Entities (other than the Corporate Subsidiaries) to be treated as a corporation for Income Tax purposes, Section 3.13(i), and warranty contained in Section 2.02(c(ii) as applied to the Shares owned by it, shall be an amount equal to the value any Excluded Taxes arising on the Closing Date as a result of all Parent Shares and Parent Warrants received actions taken outside of the ordinary course of business, or inconsistent with past practices, of the Acquired Entities, by or at the request of Buyer or its Affiliates; (d) Seller shall not be obligated to indemnify Buyer with respect to any Loss to the extent that such Stockholder Loss was reflected in the computation of Distributions, Non-Acquired Entity Expenditures or Balance Sheet Date Net Cash; and (e) no amount shall be payable pursuant to this AgreementSection 8.2(i) or (ii) or Section 8.3(A)(i) or (ii) if indemnification therefor is disallowed pursuant to Section 5.3(c); provided, further, that there none of the limitations set forth in this Section 8.4 shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder apply in the event that the of fraud, intentional misrepresentation or intentional breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnifying Party.

Limits on Indemnification. No amount shall (a) Except as hereinafter provided no claim may be payable ------------------------- by made against the Stockholders or the Parent Indemnifying Party for indemnification pursuant to Section 6.02(a) 6.2 or 6.02(b)6.3, respectivelyas the case may be, unless and only to the extent the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant of the Indemnitee with respect to such Sections shall exceed $60,000 with a single minimum item of $3,000. In no event shall the Indemnifying Party's liability under Section 6.02(a6.2 or 6.3, as the case may be, exceed $1,200,000. There is no minimum or maximum with respect to a violation of Section 1.2(b)(ii) or any separate indemnification or guarantee given with respect thereto. (b), as applicable, exceeds $50,000) Notwithstanding any other provision hereunder, in which case the full amount event Buyer shall allege a violation of any representation contained in Section 2.22, it shall take no remedial action until it has offered Seller the opportunity to investigate and, if necessary, correct or remediate the alleged condition. Sellers, at their expense, may retain such Losses experts, attorneys and consultants as it deems appropriate. In the event Sellers elect to control the remediation, any remediation shall be payable as done in a manner determined by Sellers and to standards approved by Sellers; provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) such remediation shall cause the total amount of such Losses multiplied by affected property to comply with applicable Environmental Laws and (ii) Sellers shall cooperate with Buyer to limit or minimize interference with Purchaser's operations or use of the facility. In no event shall Sellers' costs or obligation arising due to a fractionbreach of a representation contained in Section 2.22 exceed $1,000,000. (c) Nothing herein shall limit the right of the indemnifying party to make claims against third parties, including but not limited to claims related to warranties. The Buyer, the numerator of which Company and the Subsidiary shall be the total number of Shares held by such Stockholder immediately prior make available all rights available to the Closingindemnifying party against third parties, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary including assignments thereof. (d) As used in this Agreement, "Losses" shall be determined after giving effect to the maximum amount receipt by the Indemnitee of indemnifiable Losses that may be recovered any insurance proceeds relating to such Loss and any other recovery from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior third party and any tax benefit to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnitee.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses that may Seller shall be recovered from required to indemnify, defend or hold Purchaser harmless against or reimburse Purchaser for any Stockholder Loss pursuant to Section 6.02(a10.2 only if (i) Purchaser shall have notified Seller in writing in accordance with ------- Section 10.5 within the applicable survival period, if any, set forth in Section 10.1, (ii) such Loss exceeds (euro) 10,000 (the "De Minimis Amount") (nor shall ------------------ losses below (euro) 10,000 be considered for purposes of calculating the (euro) 150,000 basket provided for in point (iii) below for determining the aggregate amount of Purchaser's Losses under Section 10.2), and (iii) the aggregate of all of Purchaser's Losses under Section 10.2 exceeds (euro) 150,000 (the "Indemnification Deductible") (in which event Seller shall be liable only for --------------------------- the amount of the Losses exceeding the Indemnification Deductible); provided -------- however, that in no event shall the aggregate liability of Seller exceed an ------- amount equal to (xeuro) $2,100,000 multiplied by 1,000,000. (yb) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to indemnify, defend or hold Purchaser harmless against or reimburse Purchaser for any Losses pursuant to Section 10.2 to the maximum extent that compensation for such Losses was made through the purchase price adjustment procedures set forth in Section 2.4. (c) The amount of indemnifiable Losses that may be recovered from the Parent any Loss for which indemnification is provided under this Article X shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent reduced by any Stockholder if such Losses are a result amounts that Purchaser has recovered under any insurance policies or by any third party, it being agreed and understood that Purchaser has the duty to timely take and efficiently and diligently carry on any and all actions necessary or opportune in order to minimize Seller's liability under this Article X. (d) Each party agrees that it will not seek indirect, or consequential damages (including loss of profits) as to any breach matter under, relating to or arising out of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this AgreementAgreement and except for the proviso in this sentence, the maximum amount of indemnifiable Losses that may no Parent Indemnified Party shall be recovered entitled to indemnification for any Damages arising solely from any Stockholder a claim for indemnification pursuant to Section 6.02(a9.02(a) until the aggregate amount of all Damages under all claims of all Parent Indemnified Parties for all such breaches shall exceed one million seven hundred fifty thousand dollars ($1,750,000) (the “Basket”), at which time all Damages incurred shall be an subject to indemnification hereunder, including the amount equal to (x) $2,100,000 multiplied by (y) a fraction, of the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Basket; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from limitation set forth in this Section 9.05(a) shall not apply with respect to any Stockholder, if such Losses are a result claim for indemnification pursuant to Section 9.02(a) based on any inaccuracy in or breach of any breach by such Stockholder of the representation and warranty contained in Section 2.02(cFundamental Representation or Tax Representation. (b) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this AgreementAgreement other than Parent’s set off rights pursuant to Section 2.09 and the proviso in this sentence, the maximum amount of indemnifiable Losses Equityholders’ aggregate liability for indemnification pursuant to Section 9.02 shall not exceed the Escrow Amount (including any Escrow Amounts returned to the Escrow Fund pursuant to Section 9.05(g) and any amounts added to the Escrow Fund pursuant to Section 7.06), plus any interest accrued on the Escrow Fund, and any Damages that may any Parent Indemnified Party is entitled to recover pursuant to Section 9.02 shall be recovered payable solely from the Escrow Fund; provided, however, the foregoing limitation shall not apply for any claim for indemnification that is asserted with respect to the matters set forth on Schedule 9.05(b), with respect to which the liability of each Equityholder shall not exceed the proceeds received or payable to such Equityholder in connection with the Merger. (c) The Equityholders shall not be obligated to indemnify any Parent shall be $2,100,000Indemnified Party with respect to any Damages to the extent that such Damages (i) were reflected as a liability in the Closing Date Balance Sheet for purposes of Net Working Capital, as finally determined pursuant to Section 2.07, (ii) relate to Taxes of the Company or its Subsidiaries attributable to taxable periods or portions thereof beginning after the Closing Date, (iii) resulted from the Spin Out and were included in the Spin Out Taxable Gain Adjustment or (iv) result from or arise out of any reduction or limitation on the use of any Tax attribute of the Company or its Subsidiaries attributable to taxable periods or portions thereof ending on or before the Closing Date; provided, however, that the maximum amount subsection (iv) of indemnifiable Losses -------- ------- that may be recovered from the Parent by this Section 9.05(c) shall not apply with respect to any Stockholder if such Losses are a result of claim for indemnification pursuant to Section 9.02(a) based on any inaccuracy in or breach of the representation and warranty contained set forth in Section 3.04 shall be an amount equal to 4.16(m). (d) Any indemnification provided by the value on the Closing Date of all Equityholders or Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; providedArticle IX will be calculated after deduction of amounts actually paid by an unaffiliated Person (including any unaffiliated third-party insurer to a Parent Indemnified Party or Equityholder Indemnified Party, furtheras the case may be, there or any of such Parent Indemnified Party’s or Equityholder Indemnified Party’s, as the case may be, Affiliates), to the extent such amounts relate directly to the Damages giving rise to such Parent Indemnified Party’s or Equityholder Indemnified Party’s, as the case may be, claim for indemnification pursuant to Section 9.02 or 9.03, as applicable (it being agreed that any payments from any Affiliate of such Parent Indemnified Party or Equityholder Indemnified Party, as the case may be, in the nature of self-insurance shall not be deemed to have been received from an unaffiliated third-party insurer). By way of clarification, nothing in this Section 9.05(d) shall require any Parent Indemnified Party, any Equityholder Indemnified Party, or any of their Affiliates to obtain or maintain insurance. (e) If a Parent Indemnified Party is entitled to recover Damages pursuant to this Article IX, such Damages shall be no limit paid to such Parent Indemnified Party in cash from the Escrow Fund until the Escrow Fund is wholly exhausted. (f) A Parent Indemnified Party’s Damages in connection with a claim for indemnification pursuant to Section 9.02(g) for that Action set forth as Item 1 on Schedule 9.02(g) (the “Designated Action”) shall be subject to the limitations set forth on Schedule 9.06(b). (g) The amount that the Equityholders or Parent is or may be required to provide indemnification pursuant to this Article IX shall be (i) increased to take into account any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take into account any net Tax benefit actually realized by the Indemnified Party arising from incurring or paying such loss or other liability. In computing the amount of -------- ------- indemnifiable Losses that may any such Tax cost or Tax benefit, the Indemnified Party shall be recovered deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified Damages. Any indemnification payment hereunder shall initially be made without regard to this Section 9.05(g) and shall be increased or reduced to reflect any such Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such Damages, as the case may be. Notwithstanding the foregoing, with respect to any claim for indemnification by a Parent Indemnified Party, no increases or reductions to indemnification payments pursuant to this Section 9.05(g) shall be made after the date on which the Escrow Fund has been exhausted. In the event of any such increase or reduction to an indemnification payment determined pursuant to this Section 9.05(g) prior to the date on which the Escrow Fund has been exhausted (A) in the event that case of a reduction, such reduction shall be promptly deposited into the breach Escrow Fund by such Parent Indemnified Party and (B) in the case of an increase, Parent and Equityholders’ Representative shall promptly deliver written instruction to the representationEscrow Agent instructing the Escrow Agent to release from the Escrow Fund such increase, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of extent funds are available in the Parent or the PurchaserEscrow Fund to do so.

Limits on Indemnification. No amount (a) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be payable ------------------------- by the Stockholders have any liability for indemnification under this Agreement based upon a breach of a representation or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless warranty contained in this Agreement until the aggregate dollar amount of all Purchaser Indemnified Losses which would otherwise be indemnifiable pursuant incurred by Purchaser relating to Section 6.02(asuch indemnification by Seller, on the one hand, or until the aggregate amount of all Seller Indemnified Losses incurred by Seller relating to such indemnification by Purchaser, on the other hand, exceeds Fifty Thousand Dollars ($50,000) or (bthe "Basket Amount"), as applicableat which ▇▇▇▇ ▇▇▇▇▇▇, exceeds $50,000on the one hand, in which case and Purchaser, on the full amount of such Losses other hand, shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior subject to the Closing, as other limitations set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable ) be liable for all Seller Indemnified Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closingor Purchaser Indemnified Losses, as set forth on Schedule A heretothe case may be, and including, without limitation, those included in the denominator calculation of which shall be 1,433,366the Basket Amount; provided, however, that the maximum amount foregoing limitation shall not apply with respect to claims related to the representations and warranties made in Section 3.5 (taxes), the first four sentences of indemnifiable Losses ----------------- that may be recovered from Section 3.9 (title), Section 3.10 (intellectual property), Section 3.12 (environmental issues), Sections 3.2 and 4.2 (enforceability) and matters involving fraud. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall have any Stockholder, if such Losses are liability for indemnification under this Agreement based upon a result breach of any breach by such Stockholder of the a representation and or warranty contained in Section 2.02(c) as applied this Agreement once the aggregate amount of Seller Indemnified Losses, with respect to the Shares owned indemnification by itPurchaser, shall be an amount equal or Purchaser Indemnified Losses, with respect to the value on the Closing Date of all Parent Shares and Parent Warrants received indemnification by Seller, actually paid by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on party in the aggregate exceeds the full amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000Purchase Price; provided, however, that the maximum foregoing limitation shall not apply with respect to claims related to the representations and warranties made in Section 3.5 (taxes), Section 3.9 (title), Section 3.10 (intellectual property), Section 3.12 (environmental issues), Sections 3.2 and 4.2 (enforceability) and matters involving fraud. (c) The amount of indemnifiable any Purchaser Indemnified Losses -------- ------- that may be recovered from the Parent by any Stockholder if such and Seller Indemnified Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date net of any insurance proceeds received from any third party insurer and shall exclude all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; providedconsequential damages, furtherincluding, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representationbut not limited to, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserlost profits.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, the maximum : (a) no amount of indemnifiable Losses that may shall be recovered from any Stockholder payable by Seller pursuant to Section 6.02(a9.2(a)(i) shall be an until the aggregate amount equal of all claims for Damages that are indemnifiable pursuant to (xSection 9.2(a)(i) exceeds $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto50,000, and then only for the denominator amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of which $10,000 or less shall be 1,433,366count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the maximum limitations set forth in this Section 9.4(a) shall not apply to a breach of any Seller Fundamental Reps, Tax Rep or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Seller; (b) no amount shall be payable by Buyer pursuant to Section 9.2(b)(i) until the aggregate amount of all claims for Damages that are indemnifiable Losses ----------------- pursuant to Section 9.2(b)(i) exceeds $50,000, and then only for the amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the limitations set forth in this Section 9.4(b) shall not apply to a breach of any Buyer Fundamental Reps or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Buyer; (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from any StockholderSeller, if such Losses are a result of any breach other than pursuant to Section 9.2(a)(i) with respect to Seller Fundamental Reps, Tax Reps, or Fraud committed by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by itSeller, shall be an amount equal to the value on Purchase Price; (d) the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the maximum aggregate amount of -------- ------- indemnifiable Losses that Damages for which indemnity may be recovered by the Seller Indemnified Parties from any Stockholder in the event that the breach of the representationBuyer, warranty other than pursuant to Section 9.2(b)(i) with respect to Buyer Fundamental Reps or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this AgreementFraud committed by Buyer, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on Purchase Price; (e) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on same Damages; (f) in determining the amount of -------- ------- indemnifiable Losses that may indemnification due under Section 9.2 or Section 9.3, all payments shall be recovered from reduced by any Tax benefit recognized or reasonably expected to be recognized by the Parent Indemnified Party in any Tax year in which or prior to which the Damages arise (or in any of the three immediately succeeding Tax years), in each case on account of the underlying claim; (g) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual Knowledge, on or before the Closing, of a breach of the a representation, warranty or covenant that gave rise of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; (h) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such Losses resulted from or arose out recovered Damages, subject to the subrogation rights of fraud on the part any insurer providing insurance coverage under one of the Parent Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; and (i) For purposes of this Article IX, the representations and warranties contained in this Agreement shall be deemed to have been made without any qualifications as to materiality or the PurchaserMaterial Adverse Effect.

Limits on Indemnification. No amount (a) A Purchaser Indemnified Party shall not be payable ------------------------- by the Stockholders or the Parent pursuant entitled to make an indemnification claim under Section 6.02(a8.2(a) (other than for breaches of Seller Fundamental Representations) or 6.02(b), respectively, for a Mortgage Representation Breach (other than for breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement) unless and until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to suffered by the Purchaser Indemnified Parties under Section 6.02(a8.2(a) or for a Mortgage Representation Breach exceeds $1,150,000 (the “Basket”), in which event the Indemnifying Person shall be required to pay or be liable for all Losses in excess of the Basket. (b) A Seller Indemnified Party shall not be entitled to make an indemnification claim under Section 8.3(a) (other than for breaches of Purchaser Fundamental Representations) unless and until the aggregate amount of all Losses suffered by the Seller Indemnified Parties under Section 8.3(a) exceeds the Basket, in which event the Indemnifying Person shall be required to pay or be liable for all such Losses in excess of the Basket. (c) The aggregate amount required to be paid by an Indemnifying Person to the Purchaser Indemnified Parties under Section 8.2(a) (other than for breaches of Seller Fundamental Representations) or for a Mortgage Representation Breach (other than for breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement) shall not exceed $23,000,000. (d) The aggregate amount required to be paid by an Indemnifying Person to the Seller Indemnified Parties under Section 8.3(a) (other than for breaches of Purchaser Fundamental Representations) shall not exceed $23,000,000. (e) Without limiting the generality of the foregoing, any indemnification claim or series of indemnification claims arising under Section 8.2(a) or Section 8.3(a), as applicable, exceeds $50,000or for a Mortgage Representation Breach, in which each case involving Losses of less than $25,000 (the full amount “Hurdle”) shall not be entitled to indemnification under Section 8.2(a) or Section 8.3(a), as applicable, or the last paragraph of such Section 8.2(a) and shall not count toward satisfaction of the Basket; provided that the Hurdle shall not apply to Losses arising from any breaches of Seller Fundamental Representations or Purchaser Fundamental Representations, as applicable, or breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement. (f) The rights of the Indemnified Person to indemnification or any other remedy under this Agreement shall not be payable as provided in Section 6.02. With respect to impacted or limited by any claim for indemnifiable Losses made knowledge that the Indemnified Person may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnified Person.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses arising out of breaches of representations and warranties, unless the maximum amount of indemnifiable all such Losses that may be recovered from any Stockholder pursuant to Section 6.02(a12.1 exceeds US$250,000 (the “Basket Amount”). The maximum aggregate amount for which Seller may be liable under this Article XII for breaches of representations and warranties shall be limited to twenty-five percent (25%) of the Base Purchase Price. This paragraph (a) shall not apply to Losses suffered by a Buyer Indemnified Party pursuant to Sections 4.3, 4.4 (but at only as to the last sentence thereof), 4.8, 4.9, 4.10, 4.11, 4.13, 4.25, 5.4, 5.6, 5.7 and 5.8. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2 arising out of or related to breaches of representations and warranties unless the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be an only liable to Seller for the amount equal of such Losses that exceed the Basket Amount. The maximum aggregate amount for which Buyer may be liable under this Article XII shall be limited to twenty-five percent (x25%) $2,100,000 multiplied by of the Base Purchase Price. (yc) a fractionExcept for the representations and warranties of (i) the Company in Sections 4.21 and 4.22, the numerator of exclusive remedies for which are provided in Sections 7.3 and 7.4, respectively, (ii) Seller contained in Section 5.6, which shall survive indefinitely, and Section 4.25, which shall survive until the expiration of the applicable statute of limitations, the respective representations of the Company, Seller and Buyer contained in this Agreement shall survive the Closing for a period of one year, and thereafter none of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to such representation or warranty. This Section 12.4(c) shall have no effect upon any other obligations of the parties hereto under this Agreement, whether to be the total number of Shares held by such Stockholder immediately prior to performed before, at or after the Closing, as set forth on Schedule A hereto, and the denominator of which shall survive until fulfilled or the expiration in accordance with their terms. (d) Any payments made to Seller, the Company or the Buyer pursuant to this Article XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be 1,433,366; provided, however, treated as such by the Buyer and Seller on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to a breach of a representation or warranty if the Indemnifying Party can establish that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value Indemnified Party had actual knowledge on or before the Closing Date of such event. (f) Notwithstanding anything else contained in this Article XII, Seller hereby agrees to indemnify and hold Buyer and each of its Affiliates (including the Company), and the officers, directors, employees and agents thereof, harmless from and against any and all Parent Shares Losses arising from any litigation (i) which arises out of actions, conduct or events which occur prior to the Effective Date or (ii) that was not disclosed to Buyer and Parent Warrants received by such Stockholder pursuant to this Agreement; providedwhich arises out of actions, further, conduct or events that there occurred between the Effective Date and the Closing Date. This indemnity shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything subject to the contrary in this Agreementprocedures of Section 12.3, the maximum amount of indemnifiable Losses that may be recovered from the Parent and shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersurvive indefinitely.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable by ▇▇▇▇▇▇ pursuant to Section 10.02(a)(i) (i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to (x) Section 10.02(a)(i) and (y) the Parallel Exchange Agreement in respect of a breach of the representations and warranties set forth in Schedule 1 attached hereto exceeds $3,640,000 (the “▇▇▇▇▇▇ Basket”), and then only for the amount by which such Damages exceed such threshold amount, and (ii) unless the applicable claim for Damages (together with any related claims) exceeds $75,000; provided that, such restrictions shall not apply to Damages resulting from or arising out of the breach of the ▇▇▇▇▇▇ Specified Representations, which breaches shall be indemnified against in their entirety, subject to the Indemnification Cap (and shall not count for purposes of determining whether Damages have exceeded the ▇▇▇▇▇▇ Basket); (b) no amount shall be payable by the Berkshire Parties pursuant to Section 10.02(b)(i) (i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 10.02(b)(i) exceeds $3,640,000 (the “Berkshire Basket”), and then only for the amount by which such Damages exceed such threshold amount and (ii) unless the applicable claim for Damages exceeds $75,000; provided that, such restrictions shall not apply to Damages resulting from or arising out of the breach of the Berkshire Specified Representations, which breaches shall be indemnified against in their entirety, subject to the Indemnification Cap (and shall not count for purposes of determining whether Damages have exceeded the Berkshire Basket); (c) the maximum aggregate amount of indemnifiable Losses that Damages for which indemnity may be recovered from any Stockholder by the Berkshire Indemnified Parties pursuant to Section 6.02(a10.02(a)(i) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction36,400,000; provided that, the numerator above maximum cap amount shall not apply to Damages resulting from or arising out of which the breach of the ▇▇▇▇▇▇ Specified Representations or Section 4.18 (provided that any claim for Damages under the Transition Services Agreement shall be made solely under the total number Transition Services Agreement), which breaches, together with any breaches under the Parallel Exchange Agreement in respect of Shares held by such Stockholder immediately prior to the Closing, as representations and warranties set forth on in Schedule A 1 attached hereto, and the denominator of which shall be 1,433,366; provided, however, that indemnified against in their entirety (and shall not count for purposes of determining whether Damages have exceeded the maximum aggregate amount set forth above), subject to a maximum aggregate amount equal to $364,000,000 (the “Indemnification Cap”); (d) the maximum aggregate amount of indemnifiable Losses ----------------- that Damages for which indemnity may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in ▇▇▇▇▇▇ Indemnified Parties pursuant to Section 2.02(c10.02(b)(i) as applied to the Shares owned by it, shall be an amount equal to $36,400,000; provided that, the value on above maximum cap amount shall not apply to Damages resulting from or arising out of the Closing Date breach of all Parent Shares the Berkshire Specified Representations, which breaches shall be indemnified against in their entirety (and Parent Warrants received shall not count for purposes of determining whether Damages have exceeded the maximum aggregate amount set forth above), subject to the Indemnification Cap; (e) it is understood that, to the extent the Value Shortfall is increased by the amount by which the Specified Station Value is less than $364 million, the amount of such Stockholder difference shall be treated solely as an increase in the Value Shortfall and no indemnification pursuant to this Agreement; provided, further, that there Article X shall be no limit on the amount provided therefor or in respect of -------- ------- indemnifiable Losses that may be recovered from any Stockholder cause thereof; and (f) in the event that the breach any Berkshire Party indemnifies any ▇▇▇▇▇▇ Indemnified Party for Included Liabilities arising out of the representationor related to a Legal Proceeding, warranty any Damages, penalties or covenant that gave rise sanctions awarded and paid to such Losses resulted from or arose ▇▇▇▇▇▇ Indemnified Party arising out of fraud on claims, causes of action, and choses in action (asserted or unasserted) or motions (such as motions for sanctions) for the part benefit of such Stockholder. Notwithstanding anything ▇▇▇▇▇▇ Indemnified Party and relating to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may such Legal Proceeding will be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received paid over by such Stockholder pursuant ▇▇▇▇▇▇ Indemnified Party to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent a Berkshire Party designated in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserwriting by Berkshire Hathaway.

Limits on Indemnification. No amount The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be payable ------------------------- by subject to the Stockholders or the Parent following limitations: (a) The Company shall not be liable for any claim for indemnification pursuant to Section 6.02(a) or 6.02(b), respectively, 7.02 unless and until the aggregate dollar amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which event the Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which would otherwise the Company shall be indemnifiable liable to each Selling shareholder pursuant to Section 6.02(a) or 7.02 shall not exceed the then aggregate fair market value of the Target Shares already acquired by the Company from such Selling Shareholder pursuant to this Agreement. (b), as applicable, ) Each Selling Shareholder shall not be liable for any claim for indemnification pursuant to Section 7.03 unless and until the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds $50,000US$1 million, in which case event such Selling Shareholder shall be required to pay or be liable for all such Losses from the full first dollar. The aggregate amount of such all Losses for which each Selling Shareholder shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent liable pursuant to Section 6.02(a7.03 shall not exceed the then aggregate fair market value of the Company Shares such Selling Shareholder already acquired pursuant to this Agreement. (c) Notwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses arising out of or resulting from any inaccuracy or breach of any Company Fundamental Reps, Selling Shareholders Fundamental Reps or any failure by either the Company or the Selling Shareholders of their respective obligations under ‎Section 2.02(b). ​ ​ (d) The amount of any Losses payable by the Indemnifying Party under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount in discharge of any claim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the same subject matter of such claim, then to the extent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Stockholder Indemnified Party shall indemnify use commercially reasonable efforts to mitigate any Losses for which the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in Indemnified Party makes claims under this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount nothing herein shall require an Indemnified Party to maintain any insurance policies, commence any proceedings against a third party, or obtain any insurance proceeds from other sources of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if indemnification available to such Losses are a result of any breach by such Stockholder party in respect of the representation and warranty contained Losses. (e) An Indemnified Party shall not be entitled to recover from the Indemnifying Party under this Agreement more than once in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach respect of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach same portion of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable same Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchasersuffered.

Limits on Indemnification. No amount (a) Buyer's remedies with respect ------------------------- to Losses specified in Sections 7.2 shall be payable ------------------------- satisfied first by the Stockholders assertion of its rights under the Escrow Agreement in respect of the Escrow Funds; provided, -------- however, that if the aggregate amount of such Losses shall be in excess of the ------- amount of the Escrow Funds or if such Losses shall arise after termination or expiration of the Parent pursuant Escrow Agreement, then Seller shall be obligated to indemnify Buyer in respect of all Losses not satisfied by delivery to Buyer of Escrow Funds to the extent provided in this Article VII. (b) Seller shall not be liable to Buyer for any Loss arising under Section 6.02(a7.2 (i) or 6.02(b)(ii) above, respectivelyand Buyer shall not be liable to Seller for any Loss arising under Section 7.3 above, unless the aggregate dollar amount of all such Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,00050,000 in the aggregate (the "Stipulated Amount"), in which case ----------------- Seller or Buyer, as the case may be, shall be liable for the full amount of such Losses shall be payable as provided in Section 6.02excess of the Stipulated Amount. With respect to Notwithstanding any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion provision of such indemnifiable Losses equal to this Agreement: (i) Seller shall not be obligated to pay, in the total aggregate, an amount in excess of such Losses multiplied by the Purchase Price pursuant to the provisions of this Article VII; and (ii) for purposes of computing Loss with respect to a fractionmisrepresentation under Section 4.5(d), the numerator of which Loss shall be deemed to equal the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholderamount, if such Losses are a result any, by which the actual average monthly negative EBITDA exceeds an average monthly negative EBITDA of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser400,000.

Limits on Indemnification. No Notwithstanding anything to the contrary contained in this Agreement and in lieu of qualifying the representations and warranties in Article II (other than in Sections 2.11, 2.21(e) and 2.25), Article III and Article IV (other than in Section 4.9) by materiality or Material Adverse Effect, the parties agree that: no amount shall be payable ------------------------- by the Stockholders or the Parent any Indemnifying Party pursuant to Section 6.02(a) or 6.02(bSections 9.2(a), respectively9.2(b), 9.3(a) unless (i) with respect to a potential claim, such claim for Indemnifiable Damages exceeds $10,000 and (ii) the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, claims for Indemnifiable Damages exceeds $50,000100,000 (the "Indemnification Threshold"), in which case such Indemnified Party shall be entitled to the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Indemnifiable Damages; provided, however, that the Indemnification Threshold shall not apply to (A) any Indemnifiable Damages pursuant to Sections 9.2(c), 9.2(d) or 9.3(b) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to the amount of indebtedness for borrowed money of the Mandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (C) any breach by any Seller of any representation or warranty set forth in Section 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to Section 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in Section 2.22 shall otherwise be subject to the limitations of this Section 9.5(a); provided further that, for the avoidance of doubt, the Parties acknowledge and agree that the Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; the maximum amount of indemnifiable Losses ----------------- that Indemnifiable Damages for which indemnity may be recovered from any Stockholder, if such Losses are a result Sellers in the aggregate pursuant to this Agreement shall be an amount equal to $5,000,000 (the "Indemnification Cap"); the maximum amount of any breach by such Stockholder of Indemnifiable Damages for which indemnity may be recovered from Buyer and ▇▇▇▇▇▇▇ in the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, aggregate shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000Indemnification Cap; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by this limitation shall not apply with respect to any Stockholder if such Losses are a result failure of any breach of the representation party to pay and warranty contained in Section 3.04 shall be an deliver any amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this AgreementSections 1.3, 1.4 or 1.5 hereof; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be recovered from net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Buyer Indemnified Parties (it being agreed that, promptly after the Parent realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a representation or warranty of the representationIndemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; provided, however, that this limitation shall not apply with respect to any breach of a representation or warranty known to the Indemnified Party with respect to which the Indemnified Party provided written notice of to the Indemnifying Party prior to the date of this Agreement; in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of paying and satisfying all or covenant any portion of such claim by a reduction, on a dollar for dollar basis, of the outstanding principal amount, if any, of the Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and Buyer and ▇▇▇▇▇▇▇ hereby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or arrangement that would otherwise prohibit, restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification is sought hereunder (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); and neither Buyer nor ▇▇▇▇▇▇▇ shall have the right to seek recovery or payment in respect of any Indemnifiable Damages if (A) the matter(s) that gave rise to such Losses resulted from Indemnifiable Damages is cured, repaired or arose out otherwise remedied by the Mandara Entities and (B) the amounts expended to cure, repair or otherwise remedy such damages are treated as expenses that reduce the amount of fraud on the part EBITDA of the Parent or Mandara Entities earned during the PurchaserTest Period for the purposes of Section 1.5 of this Agreement.

Limits on Indemnification. No amount (a) Sellers shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 12.2(a) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $500,000 (the “Deductible”) (at which point, subject to the limitations set forth in this Article XII, Sellers shall only be payable ------------------------- by obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses to the Stockholders or extent that such Losses are in excess of the Parent pursuant Deductible); provided, the Deductible limitation shall not apply to Section 6.02(aBuyer Indemnifiable Losses arising (i) or 6.02(bout of a breach of any Fundamental Representation, (ii) under Article VIII (Tax Matters), respectively, unless the aggregate dollar amount (iii) under Section 6.12 (Post-closing Indemnification of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(aDirectors and Officers) or (iv) under Section 12.2(a)(v). (b), as applicable, exceeds $50,000, in which case the full amount of such Losses ) Buyer shall be payable as provided in Section 6.02. With not have any obligation to indemnify Seller Indemnitees with respect to any claim Seller Indemnifiable Losses arising under Section 12.2(b) until Seller Indemnitees shall first have suffered aggregate Seller Indemnifiable Losses in excess of the Deductible (at which point, subject to the limitations set forth in this Article XII, Buyer shall only be obligated to indemnify Seller Indemnitees for indemnifiable all such Seller Indemnifiable Losses made by to the Parent pursuant extent that such Losses are in excess of the Deductible); provided, the Deductible limitation shall not apply to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Seller Indemnifiable Losses equal to arising (i) the total amount out of such Losses multiplied by a breach of Section 6.10 or (ii) under Article VIII (Tax Matters). (c) (i) Other than Losses arising out of a fractionbreach of a Fundamental Representation or Losses arising under Article VIII (Tax Matters), the numerator aggregate liability of which Sellers for Buyer Indemnifiable Losses arising under Section 12.2 shall be not exceed $15,000,000 (the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser“Cap”).

Limits on Indemnification. No amount (a) Notwithstanding anything contained in the Transaction Documents to the contrary, no Buyer Indemnified Party or Company Indemnified Party shall be payable ------------------------- by the Stockholders or the Parent pursuant entitled to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With indemnification with respect to any claim for indemnifiable Losses made by the Parent pursuant to from any Claim or Claims under Section 6.02(a7.2(a)(i) or Section 7.3(i), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior except to the Closing, as set forth on Schedule A hereto, and extent that the denominator of which shall be 1,433,366. Notwithstanding anything to aggregate Losses from all Claims exceed $50,000 (the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366“Basket Amount”); provided, however, that the Basket Amount limitation shall not apply to any Claim relating to (i) any breach of the representations and warranties set forth in Sections 4.1, 4.5, 4.7, 4.15, 4.19, clause (iii) of Section 4.23, 4.24, 5.1 and 5.6, (ii) any indemnification Claim under Article 8, or (iii) any failure to pay amounts payable pursuant to Article 2. The parties agree that the Basket Amount is to serve as a “deductible.” (b) Notwithstanding anything contained in the Transaction Documents to the contrary, (x) the maximum amount of indemnifiable Losses ----------------- that may for which all Members shall be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder liable pursuant to Section 7.2(a) shall be the value of the representation and warranty contained in Section 2.02(cEscrowed Stock, (y) as applied to the Shares owned by it, maximum amount of Losses for which any Member shall be an liable pursuant to Section 6.4 and Section 7.2(b) shall be the amount equal to of the value on the Closing Date of all Parent Shares and Parent Warrants Merger Consideration actually received by such Stockholder Member, and (z) notwithstanding the foregoing, the Founders shall be liable for the payment of any Losses in excess of the value of the Escrowed Stock for which the Buyer Indemnified Parties are entitled to seek indemnification pursuant to Section 7.2(a); provided, however, that each Founder’s liability shall not exceed the total amount of Merger Consideration paid to such Founder pursuant to this Agreement; providedprovided further, furtherhowever, that there shall be no limit on to the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach liability of the representation, warranty or covenant that gave rise to such Founders for Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from suffered by the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are as a result of any breach the Company’s failure to deduct and withhold amounts from payments made to or for the benefit of employees of the representation and warranty contained in Section 3.04 shall be an amount equal Company prior to the value on the Closing Date as required by the Code or any other provision of all Parent Shares and Parent Warrants received by such Stockholder pursuant to state, local or foreign Tax law. (c) None of the limitations set forth in this Agreement; provided, further, there Section 7.5 shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent apply in the event that the breach case of the representationany Losses or other indemnification matter based upon, warranty arising out of, or covenant that gave rise relating to such Losses resulted from willful or arose out of intentional misrepresentations, fraud on the part of the Parent or the Purchasercriminal matters.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from any Stockholder Heineken by the Buyer Indemnified Parties pursuant to Section 6.02(a7.2(a) shall be an amount equal or Section 7.2(d), or from Crown by the Seller Indemnified Parties pursuant to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it7.3(a), shall be an amount equal US$115,000,000 (the “Cap”); provided that the Cap shall not apply to the value on the Closing Date breaches of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder Fundamental Representations or in the event that of fraud; (ii) Heineken shall not be liable to any Buyer Indemnified Party pursuant to Section 7.2(a), and Crown shall not be liable to any Seller Indemnified Party pursuant to Section 7.3(a), as applicable, for any claim for indemnification unless and until the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from Heineken pursuant to Section 7.2(a), or from Crown pursuant to Section 7.3(a), as applicable, equals or exceeds US$9,250,000 (the Parent “Deductible”), in which case the Sellers or the Buyers, as applicable, shall be $2,100,000liable only for the Losses in excess of the Deductible; provided, however, that the maximum amount of indemnifiable no Losses -------- ------- that may be recovered from the Parent claimed by any Stockholder if such Buyer Indemnified Party or Seller Indemnified Party, as applicable, or shall be reimbursable by Heineken or Crown, as applicable, or shall be included in calculating the aggregate Losses are a result for purposes of this clause (ii) other than Losses in excess of US$100,000 resulting from any breach single claim or aggregated claims arising out of the representation same facts, events or circumstances; provided that the foregoing limitations shall not apply to breaches of Fundamental Representations or in the event of fraud; (iii) solely with respect to claims under Section 7.2(a) and warranty contained in Section 3.04 (b), Heineken shall not be an amount equal obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on extent that a specific accrual or reserve for the amount of -------- ------- indemnifiable such Loss was reflected as a liability on the Balance Sheet or the IFRS Management Balance Sheet included in the Financial Statements or the notes thereto; (iv) Heineken shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyers received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.3; and (v) no party hereto shall have any liability under any provision of this Agreement for any (i) punitive damages or (ii) damages that are not a reasonably foreseeable consequence of the breach, except in either case to the extent such damages are actually paid in respect of a Third Party Claim for indemnification. (b) The amount of any and all Losses that under this Article VII shall be determined net of (i) any Tax benefit actually received by the applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (limited to any Tax benefit arising in the year of the Loss and the first taxable year following the year of the Loss) and (ii) any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. (c) The Buyers and the Sellers shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be recovered from required hereunder, including by making, or causing the Parent in applicable Indemnified Party to make, commercially reasonable efforts to mitigate any such claim, liability or Loss. In the event that the Buyers or the Sellers shall fail to make such commercially reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that would reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the foregoing, the Buyers and the Sellers shall, or shall cause the applicable Indemnified Party to, use commercially reasonable efforts (which shall not require instituting litigation or arbitration) to seek recovery under third-party insurance policies covering any Loss; provided that the amount subject to recovery, together with all potentially insurable Losses realized and all other pending claims or demands against or potential insurable Losses of the applicable Indemnified Party are not reasonably expected to exceed the applicable policy limits. (d) For purposes of calculating the amount of any Losses incurred in connection with any misrepresentation, breach of the representation, warranty or nonfulfillment of any covenant that gave rise or agreement, any and all references to such Losses resulted from material or arose out of fraud on the part of the Parent Material Adverse Effect (or the Purchaserother correlative terms) shall be disregarded.

Limits on Indemnification. No amount A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the party against whom it is made no later than sixty (60) days after expiration of said period. The Purchaser agrees to give to the Sellers reasonable notice of any claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Sellers shall only be payable ------------------------- by liable to the Stockholders or extent the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar cumulative amount of all Losses such damages and liabilities (including reasonable related indemnification costs and expenses) for which Sellers, but for this sentence, would otherwise be indemnifiable liable under this Agreement or any certificate or instrument furnished to Purchaser or the Company pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and exceed Twenty-Seven Thousand Five Hundred Dollars ($27,500) (hereinafter the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366“Basket”); provided, however, that the maximum amount Basket shall not apply to (i) any claim relating to any intentional misrepresentation by or on behalf of indemnifiable Losses ----------------- the Sellers or the Company, (ii) any claim for any liability of the Company that may is not reflected in the Company’s Final Financial Statements or any claim for any liability to be recovered from retained or paid by one or more of the Sellers pursuant to the terms of this Agreement or any StockholderSchedule or Exhibit hereto, if such Losses are (iii) any adjustment of the Purchase Price pursuant to Section 11 above, (iv) a result breach of any breach by such Stockholder obligation or covenant of the Company or the Sellers hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing SPA Executed.doc hereunder, or (v) any inaccuracy or incorrectness in any representation and or warranty contained in Section 2.02(c) as applied to the Shares owned by it3.02, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided3.03, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder3.30 hereof. Notwithstanding anything to the contrary in this Agreementforegoing, the maximum amount liability of indemnifiable Losses that may be recovered from the Parent Sellers pursuant to Section 13 shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach equal to seventy-five percent (75%) of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder Purchase Price (as adjusted pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or Section 2.02) paid by the Purchaser.

Limits on Indemnification. No amount (a) Buyer's remedies with respect to Losses specified in Section 6.2 shall be payable ------------------------- satisfied first by the Stockholders or assertion of its rights under the Parent pursuant to Section 6.02(aEscrow Agreement in respect of the Indemnification Funds; PROVIDED, HOWEVER, that if (A) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With excess of the amount of the Indemnification Funds or (B) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to any claim for indemnifiable Losses made by the Parent which Buyer is entitled to indemnification pursuant to Section 6.02(a6.2(ii) or (iii), each Stockholder then Sellers shall be obligated to indemnify Buyer in respect of all such Losses not satisfied by delivery to Buyer of Indemnification Funds to the Parent only for such portion of such indemnifiable Losses equal to extent provided in this Article VI. Notwithstanding the foregoing, (i) the total aggregate amount of such Losses multiplied by (iiunder Section 6.2(i) a fraction, the numerator of as to which Buyer shall be the total number of Shares held by such Stockholder immediately prior entitled to the Closing, as set forth on Schedule A hereto, and the denominator of which indemnification hereunder shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be not exceed an amount equal to the value on Indemnification Funds; (ii) the Closing Date aggregate amount of all Parent Shares Losses under Sections 6.2(ii) and Parent Warrants received by such Stockholder (iii), other than Losses in respect of the ▇▇▇▇▇▇▇ Claim, as to which Buyer shall be entitled to indemnification hereunder, shall not exceed $2,500,000; and (iii) Sellers' liability for indemnification hereunder with respect to all Losses (including the ▇▇▇▇▇▇▇ Claim) shall not exceed $10,000,000. (b) Sellers shall not have any obligation to indemnify Buyer pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Section 6.2(i) or (iii) hereof with respect to any Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.specified therein unless

Limits on Indemnification. No amount Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall be payable ------------------------- by the Stockholders or the Parent not have any obligation to provide indemnification for Losses pursuant to Section 6.02(a) or 6.02(b), respectively, unless 11.1 except to the extent that the aggregate dollar amount of all such Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of Seller shall be liable to Buyer only for such Losses shall be payable as provided in Section 6.02excess of $50,000 (the “Basket Amount”). With respect The maximum obligation of Seller to any claim provide indemnification for indemnifiable all Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which 11.1 shall be the total number of Shares held by such Stockholder immediately prior limited to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such StockholderPurchase Price. Notwithstanding anything to the contrary in this Agreementforegoing, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if Basket Amount and such Losses are a result of liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8 4.14, and Item No. 1 in Schedule 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the representation and warranty contained extent that the aggregate amount of all such Losses exceeds the Basket Amount, in Section 3.04 which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to an amount equal to the value Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of all Parent Shares claim specifying in reasonable detail the specific nature and Parent Warrants received by basis of the Losses and the estimated amount of such Stockholder pursuant Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement; provided, furthera “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, there shall event or state of fact be no limit on the amount “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of -------- ------- indemnifiable Losses that may similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserinaccurate.

Limits on Indemnification. No amount (a) Notwithstanding anything contained in the Transaction Documents to the contrary, no Buyer Indemnified Party or Company Indemnified Party shall be payable ------------------------- by the Stockholders or the Parent pursuant entitled to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With indemnification with respect to any claim for indemnifiable Losses made by the Parent pursuant to from any Claim or Claims under Section 6.02(a10.2(a)(i)or Section 10.3(a)(i), until the aggregate Losses from all Claims exceed $50,000 (the “Basket Amount”) with respect to each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366party; provided, however, that the maximum Basket Amount shall not apply to any Claim relating to (i) any breach of the following: Section 4.1 (Authority; Authorization; Enforceability), Section 4.7 (Capitalization), Section 4.13 (Intellectual Property), Section 4.15 (Taxes), Section 4.19 (Employee Benefits; ERISA), and Section 4.29 (Propriety of Past Payments, (ii) any indemnification Claim under Article 11, or (iii) any failure to pay amounts payable pursuant to Article 2. The parties agree that the Basket Amount is to serve as a deductible. None of the limitations set forth in this Article 10 shall apply in the case of indemnification for Pre-Closing Taxes or any Losses or other indemnification matter based upon, arising out of, or relating to fraud, criminal activities or willful misconduct. (b) Subject to the provisions of the last sentence of Section 10.5(a) and Section 13.3, neither the Seller nor the Company shall be obligated to indemnify, defend or hold harmless any Buyer Indemnified Party with respect to any Losses from any Claim or Claims under Section 10.2 in excess of the Escrow. (c) The amount of indemnifiable any Losses ----------------- that may for which indemnification is provided under this Article 10 shall be (i) net of any amounts actually recovered by the Claiming Party under any insurance policy with respect to such Losses and (ii) net of any amounts actually recovered from any Stockholderthird person (by contribution, if indemnification or otherwise) with respect to such Losses are Losses. For the avoidance of doubt, the parties intend that, in appropriate circumstances, a result of any breach Tax benefit recognized by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, Buyer shall be an amount equal to taken into account for the value on the Closing Date purposes of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on determining the amount of -------- ------- indemnifiable any Losses that may for which indemnification is provided under this Article 10. If an income Tax benefit is to be recovered from any Stockholder in the event that the breach computed, Buyer shall be solely responsible for providing a good faith estimate of the representation, warranty applicable variables and shall not be required to provide the Seller or covenant that gave rise any other person with access to Buyer’s books and records or Tax returns or the working papers of its accountant(s) for the purposes of verifying such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000estimates; provided, however, that the maximum amount of indemnifiable Losses -------- ------- Buyer shall provide such pro forma calculations in sufficient detail that may Buyer’s estimates can be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserreasonably verified.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. No amount Notwithstanding anything to the contrary contained in this Agreement: (a) the Holders shall not be payable ------------------------- by the Stockholders or the Parent liable for any claim for indemnification pursuant to Section 6.02(a8.2(a) or 6.02(b(it being understood that this Section 8.5(a) shall not affect the Holders’ liability for a claim for indemnification asserted under a provision other than Section 8.2(a), respectively, ) unless and until the aggregate dollar amount of all indemnifiable Losses which would otherwise may be indemnifiable pursuant to Section 6.02(a) recovered from the Holders equals or (b), as applicable, exceeds $50,0002,000,000 (the “Parent Basket”), in which case the Holders shall be liable for the full amount of such Losses from the first dollar thereof; provided, that all Losses resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances which total less than $5,000 shall be payable as provided excluded in Section 6.02. With respect calculating the Parent Basket and no Parent Indemnified Party shall be entitled to recover, and shall have no recourse against any Holder or the Escrow Fund, for any such Losses; (b) Parent shall not be liable for any claim for indemnifiable Losses made by the Parent indemnification pursuant to Section 6.02(a), each Stockholder shall indemnify 8.3(a) unless and until the Parent only for such portion aggregate amount of such indemnifiable Losses equal to (i) which may be recovered from Parent equals or exceeds $2,000,000, in which case Parent shall be liable for the total full amount of such Losses multiplied by from the first dollar thereof; (iic) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses that which may be recovered from any Stockholder pursuant the Holders arising solely out of or relating to the causes set forth in Section 6.02(a8.2(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fractionthe Escrow Fund, the numerator of which shall also be the total number sole source of Shares held by recovery with respect to such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that Losses; (d) the maximum aggregate amount of indemnifiable Losses ----------------- that which may be recovered from Parent arising out of or relating to the causes set forth in Section 8.3(a) shall be an amount equal to $20,000,000; (e) the Holders shall not be obligated to indemnify Parent or any Stockholderother Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Balance Sheet as a liability in calculating the Closing Net Working Capital; (f) the liability of each Holder with respect to any Losses hereunder shall be limited to such Holder’s Pro Rata Percentage of such Losses; (g) the sole sources of recovery for any Losses pursuant to Section 8.2(g) will first be satisfied by the balance then remaining in the Escrow Fund that exceeds a reasonable reserve for any claims then pending hereunder and then as a set-off against any unpaid portion of the Earnout Consideration pursuant to Section 8.7(b); (h) in no event shall an Indemnifying Party have any liability to an Indemnified Party for any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim. For the sake of clarity, if the parties understand that Taxes incurred by Parent or its Affiliates by reason of the inability to treat the transactions contemplated by this Agreement as described in Section 6.1(a) due to a breach or inaccuracy of the representations in Section 3.15(g) are not punitive or special damages. (i) Other than with respect to a breach of Section 3.15(d), (g) or (h), any indemnification pursuant to this Agreement for Losses in respect of breaches of the representations in Section 3.15 shall be limited to Pre-Closing Taxes and Losses arising therefrom. (j) For the avoidance of doubt, a claim arising out of the same set of facts or circumstances for indemnification may be brought under one or more provisions of Section 8.2 (without duplication of recovery) and, notwithstanding anything herein to the contrary, the limitations on indemnity set forth in this Section 8.5 and in Section 8.1 that apply to a particular subsection of Section 8.2 will apply only to such subsection and any other subsection to which the limitations in this Section 8.5 or in Section 8.1 expressly apply. Accordingly, while duplication of recoveries are not intended or permitted, a claim brought under one subsection of Section 8.2 may result in a more favorable recovery than under another subsection of Section 8.2. The foregoing clauses (a), (b), (c) and (d) shall not apply to Losses are a result arising out of or relating to the inaccuracy or breach of any breach by such Stockholder Company Fundamental Representation or Parent Fundamental Representation, or to any claims pursuant to Section 8.2(d). The maximum aggregate amount of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, indemnifiable Losses which may be recovered from a Holder under this Agreement shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants aggregate consideration actually received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in Holder under this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by and any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent available funds in the event that the breach of the representation, warranty or covenant that gave rise Escrow Fund attributable to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserHolder.

Limits on Indemnification. No Notwithstanding anything to the contrary contained in this Agreement and in lieu of qualifying the representations and warranties in ARTICLE II (other than in SECTIONS 2.11, 2.21(E) and 2.25), ARTICLE III and ARTICLE IV (other than in SECTION 4.9) by materiality or Material Adverse Effect, the parties agree that: (a) no amount shall be payable ------------------------- by the Stockholders or the Parent any Indemnifying Party pursuant to Section 6.02(a) or 6.02(bSECTIONS 9.2(A), respectively9.2(B), 9.3(A) unless (i) with respect to a potential claim, such claim for Indemnifiable Damages exceeds $10,000 and (ii) the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, claims for Indemnifiable Damages exceeds $50,000100,000 (the "INDEMNIFICATION THRESHOLD"), in which case such Indemnified Party shall be entitled to the full amount of such Losses Indemnifiable Damages; PROVIDED, HOWEVER, that the Indemnification Threshold shall be payable as provided in Section 6.02. With not apply to (A) any Indemnifiable Damages pursuant to SECTIONS 9.2(C), 9.2(D) or 9.3(B) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, indebtedness for borrowed money of the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, Mandara Entities other than as set forth on Schedule A heretothe Current Balance Sheet, pursuant to the Seller Loans (and the denominator similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (C) any breach by any Seller of which shall be 1,433,366. Notwithstanding anything any representation or warranty set forth in SECTION 2.22, solely in the event that and to the contrary extent that Sellers actually received any amounts pursuant to SECTION 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in SECTION 2.22 shall otherwise be subject to the limitations of this AgreementSECTION 9.5(A); PROVIDED FURTHER that, for the avoidance of doubt, the Parties acknowledge and agree that the Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; (b) the maximum amount of indemnifiable Losses that Indemnifiable Damages for which indemnity may be recovered from any Stockholder Sellers in the aggregate pursuant to Section 6.02(a) this Agreement shall be an amount equal to $5,000,000 (xthe "INDEMNIFICATION CAP"); 34 40 (c) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that Indemnifiable Damages for which indemnity may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of Buyer and Stei▇▇▇ ▇▇ the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, aggregate shall be an amount equal to the value on the Closing Date Indemnification Cap; PROVIDED, HOWEVER, that this limitation shall not apply with respect to any failure of all Parent Shares any party to pay and Parent Warrants received by such Stockholder deliver any amount pursuant to this Agreement; providedSECTIONS 1.3, further, that there shall be no limit on 1.4 or 1.5 hereof; (d) the amount of -------- ------- indemnifiable Losses that may any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be recovered from net of any Stockholder insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Buyer Indemnified Parties (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); (e) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a representation or warranty of the representationIndemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; PROVIDED, HOWEVER, that this limitation shall not apply with respect to any breach of a representation or warranty known to the Indemnified Party with respect to which the Indemnified Party provided written notice of to the Indemnifying Party prior to the date of this Agreement; (f) in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of paying and satisfying all or covenant any portion of such claim by a reduction, on a dollar for dollar basis, of the outstanding principal amount, if any, of the Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and Buyer and Stei▇▇▇ ▇▇▇eby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or arrangement that would otherwise prohibit, restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); (g) the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification is sought hereunder (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); and (h) neither Buyer nor Stei▇▇▇ ▇▇▇ll have the right to seek recovery or payment in respect of any Indemnifiable Damages if (A) the matter(s) that gave rise to such Losses resulted from Indemnifiable Damages is cured, repaired or arose out of fraud on otherwise remedied by the part of Mandara Entities and (B) the amounts expended to cure, repair or otherwise remedy such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses damages are treated as expenses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on reduce the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach EBITDA of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out Mandara Entities earned during the Test Period for the purposes of fraud on the part SECTION 1.5 of the Parent or the Purchaserthis Agreement.

Limits on Indemnification. No amount Notwithstanding any provision of this Agreement to the contrary: (a) The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or Section 9.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to such representation or warranty unless notice of such claim was provided to the Indemnifying Party prior to expiration of the applicable survival period. (b) Each Indemnified Party acknowledges and agrees that for purposes hereof, Losses shall be payable ------------------------- calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (c) The Company's obligations under Section 9.2 shall be subject to the Stockholders or the Parent pursuant to Section 6.02(afollowing limitations: (i) or 6.02(b), respectively, unless The Company shall not have any liability for Losses until the aggregate dollar amount of all Losses relating thereto for which the Company would otherwise be indemnifiable pursuant required to Section 6.02(a) or (b), as applicable, provide indemnification exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) on a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be cumulative basis an amount equal to (x) $2,100,000 multiplied by (y) a fraction50,000, at which point the numerator of which shall be the total number of Shares held by such Stockholder immediately prior Company, subject to the Closingother provisions of this Section 9.5(c), as set forth on Schedule A heretoshall indemnify the Company for such Losses, and but only to the denominator of which extent such Losses exceed $50,000; (ii) The Company shall be 1,433,366; provided, however, that not have any liability for Losses to the maximum extent the aggregate amount of indemnifiable Losses ----------------- that may relating thereto for which the Company would otherwise be recovered from any Stockholder, if such Losses are required to provide indemnification exceeds on a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be cumulative basis an amount equal to $3,000,000. (iii) The Company shall not have any liability for any incidental, punitive or consequential damages; (d) REG's and Purchaser's obligations under Section 9.3 shall be subject to the value on following limitations: (i) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 9.3(a) until the Closing Date aggregate amount of all Parent Shares Losses relating thereto for which REG and Parent Warrants received by such Stockholder pursuant Purchaser would otherwise be required to this Agreement; provided, further, that there shall be no limit provide indemnification exceeds on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be cumulative basis an amount equal to $50,000, at which point REG and Purchaser, subject to the value on other provisions of this Section 9.5(d), shall indemnify the Closing Date of all Parent Shares and Parent Warrants received by Company for such Stockholder Losses, but only to the extent such Losses exceed $50,000; (ii) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to this Agreement; provided, further, there shall be no limit on Section 9.3(a) to the extent the aggregate amount of -------- ------- indemnifiable Losses that may relating thereto for which REG and Purchaser would otherwise be recovered from the Parent in the event that the breach of the representationrequired to provide indemnification exceeds on a cumulative basis an amount equal to $3,000,000. (iii) Neither REG nor Purchaser shall not have any liability for any incidental, warranty punitive or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.consequential damages;

Limits on Indemnification. No amount shall be payable ------------------------- by (a) From and after the Stockholders or Closing, the Securityholders will not have any obligation to indemnify Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With Indemnitees with respect to any claim for indemnifiable Indemnifiable Losses made by the arising under Section 7.2(a)(i) (other than Parent pursuant to Section 6.02(a)Indemnifiable Losses based upon, each Stockholder shall indemnify the Parent only for such portion arising out of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied or caused by (ii1) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representationCapitalization Representations, warranty or covenant that gave rise to such Losses resulted from or arose out (2) any breach of fraud on the part of such Stockholder. Notwithstanding anything a Tax Representation to the contrary extent such breach results in this AgreementParent Indemnified Taxes, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of and (3) any breach of the representation and warranty contained set forth in Section 3.04 shall be an amount equal 4.5(d) to the value on extent such breach results in Affiliate Indebtedness Losses) until Parent Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000.00 (the Closing Date “Basket”) (at which point the Securityholders will be obligated to indemnify Parent Indemnitees for all such Indemnifiable Losses). (b) The aggregate liability of Securityholders pursuant to this Article 7 with respect to all Parent Shares Indemnifiable Losses under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Tax Representation to the extent such breach results in Parent Indemnified Taxes, and (3) any breach of the representation and warranty set forth in Section 4.5(d) to the extent such breach results in Affiliate Indebtedness Losses) shall not exceed $3,000,000.00. (c) The aggregate liability of each Founder with respect to all Parent Warrants Indemnifiable Losses arising under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations) and/or Sections 7.2(a)(ii), (iii), (v), (vi) and/or (vii) shall not exceed the aggregate Merger Consideration received by such Stockholder all Securityholders pursuant to this Agreement. For the avoidance of doubt, the aggregate liability of each Founder with respect to all Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations or arising under Section 7.2(a)(iv) shall not be limited. (d) The aggregate liability of each Securityholder (other than the Founders, whose liability is not limited by this subsection (d)) with respect to all Parent Indemnifiable Losses arising under Section 7.2(a) shall not exceed the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. (e) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 7 shall be net of the excess, if any, of (1) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (2) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under paragraph (1) above. (f) The liability of any Person under Article 7 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 7.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (a) the amounts of recovery sought or awarded in any such claim for fraud, (b) the time period during which a claim for fraud may be brought, or (c) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, furtherthat with respect to such rights and remedies at law or equity, there the parties hereto further acknowledge and agree that none of the provisions of this Article 7, nor any reference to Article 7 throughout this Agreement, shall be no limit on the amount deemed a waiver of -------- ------- indemnifiable Losses that any defenses which may be recovered from the Parent available in the event that the breach respect of the representationactions or claims for fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (g) For purposes of determining whether any representation or warranty has been breached for purposes of this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or covenant that gave rise is sought hereunder shall be read without regard to such Losses resulted from materiality (including Company Material Adverse Effect or arose out of fraud on the part of the Parent or the Purchaser▇▇▇▇▇▇ Material Adverse Effect) qualifications contained therein.

Limits on Indemnification. No amount (a) Sellers' indemnification obligation under Section 14.04(b) shall be payable ------------------------- by only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b)Closing, respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim except for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) any breach of Seller's representations in Sections 5.01, 5.02, 5.03 and 5.04 (collectively, the total amount of such Losses multiplied by “Fundamental Representations”) which shall survive Closing indefinitely, (ii) a fractionany breach of Section 5.08 and Section 5.20, the numerator of which shall be survive the total number Closing until sixty (60) days after the expiration of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A heretoapplicable statute of limitations, and the denominator (iii) any breach of Section 5.31, which shall be 1,433,366survive Closing until sixty (60) days after the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary The remainder of this Agreement (including Buyer's representations and warranties in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(aArticle VI) shall survive the Closing indefinitely except as may otherwise be an amount equal to (x) $2,100,000 multiplied by (y) a fractionexpressly provided herein. Representations, the numerator of which warranties, covenants and agreements shall be of no further force and effect after the total number date of Shares held by such Stockholder immediately prior to the Closingtheir expiration, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, provided that there shall be no limit on termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), then Sellers shall have no obligation under Section 14.04(b) with respect to any such Losses. If the total amount of all Buyer Losses exceeds the Basket, then Sellers' obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of -------- ------- indemnifiable the Basket. (c) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, the obligations of Sellers under Section 14.04(b) shall be limited to twenty percent (20%) of the Unadjusted Purchase Price. (d) In no event shall any Party be liable to any other Party or their respective indemnitees for any consequential or incidental damages or lost profits, unless the same are part of a Third Party claim for which a Party is seeking indemnification hereunder. (e) For purposes of determining the amount of Losses that may be recovered from any Stockholder subject to indemnification under Sections 14.03(b) or 14.04(b), the words “Seller Material Adverse Effect,” “material adverse effect,” “material,” “materially,” and words of similar import in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent applicable representations and warranties shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserdisregarded.

Limits on Indemnification. No amount (a) Notwithstanding anything contained in the Transaction Documents to the contrary, the Securityholders shall not be payable ------------------------- by obligated to indemnify, defend or hold harmless any Buyer Indemnified Party with respect to any Losses from any Claim or Claims under Section 10.2(a)(i): (i) for less than $5,000 for any particular item or series of related items; provided that this clause (i) shall cease to apply once the Stockholders total Losses from all Claims (other than any Claims for less than A$5,000) equal or exceed A$100,000; and (ii) unless and until the Parent pursuant to aggregate Losses from all Claims under Section 6.02(a) or 6.02(b10.2(a)(i), respectivelynot including Claims excluded by clause (i) above, unless exceed A$100,000 (the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b“Basket Amount”), as applicable, exceeds $50,000, in which case the Buyer Indemnified Parties shall be entitled to be indemnified against the full amount of such Losses (which full amount shall be payable as provided in include Losses previously excluded under Section 6.02. With respect to any claim for indemnifiable Losses made by 10.5(a)(i) and the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal below A$100,000) and thereafter, the limitation set forth in Section 10.5(a)(i) shall cease to apply. (b) In no event shall the total indemnity obligations of any individual Securityholder exceed the Purchase Price actually paid to such Securityholder by the Buyer. (c) The Securityholders’ indemnification obligations under this Article 10 shall also be subject to the following limitations: (i) The Escrow Amount shall be, subject to the total amount proviso of such Losses multiplied by this clause (ii) a fractioni), the numerator sole source to satisfy the indemnification provisions of which shall be Article 10 with respect to Claims in respect of any Losses relating to any breach of the total number representations or warranties of Shares held by such Stockholder immediately prior the Company as the date hereof or as of the Closing Date other than a breach of Section 4.6 (and, subject to the Closing, as set forth on Schedule A hereto, and the denominator other provisions of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Securityholders’ liability shall be limited to that amount); provided that the Buyer may also by giving notice in writing to the Securityholder Representative offset Losses that may be recovered which relate to such Claims which are based on fraud or criminal matters from any Stockholder pursuant Earnout Payment otherwise due; provided that in the event that the Securityholder Representative objects to Section 6.02(a) such offset, the offset shall be an amount equal deemed unresolved until such amount, if any, has been agreed with the Securityholder Representative or judicially determined. Any amounts indemnifiable by Securityholders under this Article 10 out of any Earnout Payment shall be limited, as to each Securityholder, to such Securityholder’s Pro Rata Portion of such Earnout Payment. (xii) $2,100,000 multiplied by (y) a fraction, the numerator of which The Escrow Amount shall be the total number first source, but not the sole source, to satisfy the indemnification provisions of Shares held by such Stockholder immediately prior Article 10 relating to the Closing, as set forth on Schedule A hereto, and the denominator any other Losses (including breaches of which shall be 1,433,366Section 4.6); provided, however, that with respect to indemnification under Sections 10.2(b), 10.2(c), 10.2(d) and 10.2(e) the maximum amount portion of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable related Losses that may be recovered claimed against the Escrow shall be limited to the breaching Securityholders’ share of the Escrow Amount at the relevant time. (iii) No Securityholder shall be liable in respect of a Claim under this Article 10 if, within six months of the date by which the Securityholder or the Securityholder Representative (as the case may be) receives the Claim Notice in respect of the Claim, (A) the Claim has not been agreed, compromised or settled, and (B) a Buyer Indemnified Party has not issued and served legal proceedings against the party in respect of the Claim. (iv) No Buyer Indemnified Party is entitled to recover under any Claim more than once in respect of the same Loss. (v) No Buyer Indemnified Party is entitled to recover in respect of any Loss caused by any act, omission or arrangement: (1) of, by or on behalf of the Buyer or any Related Entity of the Buyer before or after the Closing (but subject to the duties to mitigate Losses provided in this Article 10, this clause shall not apply to any increasing Losses caused by a Claim remaining unresolved); (2) of any other person, made at the request of or with the prior consent of the Buyer or any Related Entity of the Buyer; or (3) implementing, or permitted or contemplated by, the terms of any Transaction Document; or (vi) No Buyer Indemnified Party is entitled to recover in respect of any Loss caused by any change after the date of this Agreement in any applicable law or in its interpretation or in any administrative practice or ruling of a Government Body (even if the change has retrospective effect). (vii) No Claim in respect of any representation or warranty in Section 4.14 may be made where the Claim: (1) concerns or arises out of a fact, matter or circumstance arising from ordinary trading activities of a Group Company between 31 March 2011 and Closing; (2) concerns or arises out of a fact, matter or circumstance which is GST which is recoverable from the recipient of a supply or for which an input tax credit is available; (3) does not exceed any Stockholder overprovision for Tax in the Financial Statements; (4) does not exceed any Tax refund, offset or credit received by the Company or a Company Subsidiary for a period before Closing; (5) concerns or arises out of a fact, matter or circumstance arising from an election or choice made after Closing without the fully informed prior written consent of Securityholder Representative (which must not unreasonably withhold or delay consent) in connection with a Return or a request to amend an assessment of Tax. (viii) In the event that the breach Buyer (A) claims that a Material Adverse Effect has occurred due to events, actions or omissions occurring after the date of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, (B) claims that such Material Adverse Effect causes the maximum condition in Section 3.2(g) not to be satisfied and (C) decides to waive such condition and consummate the transactions contemplated hereby, then Buyer shall not be entitled to make any indemnification claims against the Securityholders relating to the events, actions or omissions after the date of this Agreement that led to the Material Adverse Effect claim. Buyer shall give the Company notice promptly after it determines that a Material Adverse Effect has occurred. (d) Save for the limitation in Section 10.5(b), none of the limitations set forth in Section 10.1 or this Section 10.5 shall apply in respect of a Securityholder in the case of indemnification for any Losses or other indemnification matter based upon, arising out of, or relating to fraud or criminal matters (i) (x) which occurred on or before the date of the Agreement and (y) of which such Securityholder was aware prior to the date of the Agreement, and (ii) if the covenant contained in the immediately following sentence has been complied with, (x) which occurred on or before the date of the Agreement and (y) of which such Securityholder becomes aware during the period from the date of the Agreement until Closing. The Company and the Securityholders each agree to notify the Buyer immediately (which must be within one business day) if it becomes aware, during the period between the date of this Agreement and Closing, of any fraud or criminal matter which occurred on or prior to the date of the Agreement. If the covenant contained in the immediately following sentence has not been complied with, then with respect to clause (iii)(x) above, the date of occurrence shall be the date of Closing instead of the date of the Agreement. (e) The amount of indemnifiable any Losses for which indemnification is provided under this Article 10 shall be net of: (i) any amounts actually recovered by a Buyer Indemnified Party from any third person (by contribution, indemnification or otherwise) with respect to such Losses; and (ii) any amounts that may be recovered the Buyer Indemnified Party actually recovers under any contract of insurance in respect of any fact, matter or circumstance giving rise to the Claim. (f) If a Buyer Indemnified Party recovers any such amount after any one or more Securityholders has made a payment to the Buyer Indemnified Party (or an amount has been appropriated from the Parent Escrow Account) to settle or discharge any indemnification obligation under this Article 10, the Buyer Indemnified Party must promptly make a payment to the relevant Securityholder or Securityholders (as the case may be) of an amount necessary to give effect to Section 10.5(e). (g) Each Buyer Indemnified Party must take commercially reasonable steps to avoid or mitigate any Loss in respect of which it is entitled to seek indemnification under this Article 10; provided that the foregoing shall not require any Buyer Indemnified Party to take any action that will result in increased expenses to any Buyer Indemnified Party, such as an increase in insurance premiums. If a Buyer Indemnified Party does not comply with its obligations under this Section 10.5(g) and compliance would have mitigated the Loss, no party shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to liable under this Agreement; provided, further, there shall be no limit on Article 10 for the amount of -------- ------- indemnifiable Losses that may be recovered from by which the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserLoss would have been so reduced.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement: (i) Following the Effective Time, the maximum Shareholders shall have no obligation to indemnify any of the QuadraMed Indemnitees for Losses unless and until the aggregate amount of indemnifiable Losses for which any one or more of the QuadraMed Indemnitees would be entitled to indemnification equals or exceeds $300,000 (the “Basket Amount”), in which case the indemnification obligations of the Shareholders shall extend to the entire amount of such Losses, including Losses covered by the Basket Amount; provided, however, that may the Shareholders shall have no obligation to indemnify any of the QuadraMed Indemnitees for any individual matter resulting in Losses of $10,000 or less (a “De Minimis Loss”), and no De Minimis Loss will be recovered from any Stockholder pursuant to aggregated with other Losses or included in the Basket Amount regardless of whether or not the aggregate Losses exceed the Basket Amount; (ii) the maximum liability, in the aggregate, of a Shareholder for Losses based upon, arising out of, or otherwise in respect of breaches of representations or warranties contained in Section 6.02(a3.3(a), 3.3(b), 3.4, 3.6, 3.7, 3.8, 3.20, 3.25, 4.1 and 4.2 (“Specified Warranty Losses”) shall be an amount equal to the sum of (xA) $2,100,000 multiplied by such Shareholder’s Applicable Percentage of the Cash Consideration and (yB) a fraction, the numerator Stated Value of which shall be such Shareholder’s Applicable Percentage of the total number of Shares held by such Stockholder immediately prior to the ClosingStock Consideration, as set forth on Schedule A hereto, and such Stated Value may be determined with respect to such Shareholder’s portion of the denominator Stock Consideration at each time at which an indemnification payment in respect of which shall be 1,433,366such a Loss is made; provided, however, that the maximum amount liability of indemnifiable each Shareholder, in the aggregate, in respect of all Losses ----------------- that (including both Specified Warranty Losses and Losses other than Specified Warranty Losses) shall not exceed such Shareholder’s Applicable Percentage of $13.5 million; (iii) the maximum liability, in the aggregate, of a Shareholder for Losses based upon, arising out of, or otherwise in respect of Losses other than Specified Warranty Losses shall be the Stated Value of such Shareholder’s Applicable Percentage of the Stock Consideration, as such Stated Value may be recovered from any Stockholder, if determined with respect to such Losses are a result of any breach by such Stockholder Shareholder’s portion of the representation and warranty contained Stock Consideration at each time at which an indemnification payment in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part respect of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000a Loss is made; provided, however, that the maximum liability of each Shareholder, in the aggregate, in respect of Losses other than Specified Warranty Losses shall not exceed such Shareholder’s Applicable Percentage of $7.7 million; and (iv) with respect to any indemnification amount ultimately payable by the Shareholders as a group, for each Claim each Shareholder shall be liable only for such Shareholder’s Applicable Percentage of such indemnification amount. (b) No Shareholder shall have any liability for another Shareholder’s indemnification obligation under this Agreement or another Shareholder’s breach of a representation or warranty under Article IV made by such other Shareholder or another Shareholder’s breach of covenants or obligations in this Agreement or the other Transaction Agreements. (c) With respect to any indemnification amount ultimately payable by a Shareholder for Losses other than Specified Warranty Losses, each Shareholder shall pay such amount in the following order until the amount has been satisfied: first, by tendering Escrow Shares; and second, by tendering shares of QuadraMed Common Stock received as Stock Consideration; provided that, if tendering QuadraMed Common Stock would result in the percentage of Stock Consideration being less than forty-five percent (45%) of the Merger Consideration, then indemnification amounts shall be paid in a combination of cash and QuadraMed Common Stock that would result in the percentage of Stock Consideration being not less than forty-five percent (45%) of the Merger Consideration. With respect to any indemnification amount ultimately payable by a Shareholder for Specified Warranty Losses, each Shareholder shall pay such amount in the following order until the amount has been satisfied: first, by tendering Escrow Shares; second, by tendering Escrow Cash; and third, by tendering shares of QuadraMed Common Stock received as Stock Consideration; provided that, if tendering QuadraMed Common Stock would result in the percentage of Stock Consideration being less than forty five percent (45%) of the Merger Consideration, then indemnification amounts shall be paid in a combination of cash and QuadraMed Common Stock that would result in the percentage of Stock Consideration being not less than forty-five percent (45%) of the Merger Consideration. (d) With respect to any indemnification amount payable by tendering Escrow Shares and/or shares of QuadraMed Common Stock, the number of shares to be so tendered shall be determined by dividing (i) such indemnification amount by (ii) the Stated Value. In the event that the Shareholder had previously sold or otherwise disposed of the shares, the Shareholder shall, in lieu of tendering those shares, tender an amount of indemnifiable cash equal to the number of shares otherwise due under the preceding sentence multiplied by the applicable Stated Value. In the event that the Shareholder had sold shares in multiple lots at varying prices, the amount of cash to be tendered with respect to such shares shall be determined on a weighted average basis. For illustrative purposes only, an example with respect to the foregoing is set forth on Schedule 11.6(d). (e) Following the Effective Time, QuadraMed shall have no obligation to indemnify any of the Shareholders for Losses -------- ------- unless and until the aggregate amount of Losses for which any one or more of the Shareholders would otherwise be entitled to indemnification equals or exceeds the Basket Amount, in which case QuadraMed’s indemnification obligation shall extend to the entire amount of such Losses, including Losses covered by the Basket Amount; provided, however, that may QuadraMed shall have no obligation to indemnify any of the Shareholders for any De Minimis Loss, and no De Minimis Loss will be recovered from aggregated with other Losses or included in the Parent by any Stockholder if such Basket Amount regardless of whether or not the aggregate Losses are exceed the Basket Amount. (f) QuadraMed’s maximum liability for all Losses shall be $13.5 million. (g) If a result court of any competent jurisdiction enters a final adjudication that a breach of the a representation and or warranty contained in Section 3.04 this Agreement resulted from the fraud, intentional misrepresentation, or criminal conduct of any party to this Agreement, the limitations on indemnification as set forth in Sections 11.6(a)(i), (ii) and (iii) and 11.6(e) and (f) shall not apply to that party’s indemnification obligations hereunder. (h) The amount of any Loss payable by a party shall be reduced by (i) any amount received by the Indemnified Party with respect to such Losses under any insurance coverage or from any other party alleged to be responsible therefor and (ii) the amount of any Tax benefit available to the Indemnified Party with respect to the Losses. Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or from another party alleged to have responsibility. If an Indemnified Party receives an amount equal under insurance coverage or from the other party with respect to the value on the Closing Date of all Parent Shares and Parent Warrants received Losses at any time subsequent to any indemnification provided by such Stockholder an Indemnifying Party pursuant to this Agreement; provided, further, there the Indemnified Party shall be no limit on promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnified Party in connection with providing such indemnification up to the amount of -------- ------- indemnifiable Losses that may be recovered from received by the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the PurchaserIndemnifying Party.

Limits on Indemnification. No amount (a) Neither the Buyer Parties nor Seller shall be payable ------------------------- by entitled to recover under the Stockholders provisions of this Article X for any inaccuracy in or the Parent breach of a representation or warranty pursuant to Section 6.02(a10.2(a)(i)(1), Section 10.2(a)(ii)(1) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b10.2(b)(i), as applicable, until the aggregate amount which the Buyer Parties or Seller, as applicable, would be entitled to recover on account thereof, but for this Section 10.3, exceeds $50,000600,000 in the aggregate (the “Basket Amount”), in which case event the full amount of such Losses Buyer Parties or Seller, as applicable, shall be payable as provided entitled to recover for all Losses in Section 6.02. With respect to any claim for indemnifiable Losses made by excess of the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366Basket Amount; provided, however, that the maximum amount foregoing limitation shall not apply to recovery for an inaccuracy in or breach of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result Section 4.9 (Taxes) or of any breach by Fundamental Representation. (b) Other than with respect to Section 10.2(a)(i)(3), Section 10.2(a)(i)(5) and fraud, the aggregate liability of Seller and the Members to indemnify the Buyer Parties under Article X shall not exceed the Share Consideration, plus, as of such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, time that there are any Excess Losses, the Buyer Parties shall be no limit on have the right to recoup all or any portion of any Losses they shall suffer by notifying Seller that Buyer is reducing the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in Earn-out Consideration otherwise payable by Buyer and Parent to Seller following the event that Closing by the breach amount of the representation, warranty or covenant that gave rise to any such Losses resulted from or arose out of fraud on the part of such Stockholderportion thereof specified by the Buyer Parties. Notwithstanding anything to the contrary in this Agreementherein, the maximum amount aggregate liability of indemnifiable each Member to indemnify the Buyer Parties from and against any Losses that may be recovered from not subject to the Parent limitation set forth in the preceding sentence shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be limited to an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants proceeds received by such Stockholder pursuant Member hereunder. (c) With respect to this Agreement; providedLosses arising under Section 10.2(a)(ii), further, there such Losses shall be no limit on satisfied only by such Member individually, subject to the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaserlimitations contained herein.

Limits on Indemnification. No amount Notwithstanding anything in this Agreement to the contrary, in the absence of a showing of Fraud or intentional breach, the indemnification obligations of each party hereto hereunder shall be payable ------------------------- subject to the following limitations: (a) The Purchaser Indemnified Parties shall not be entitled to Losses claimed under Section 8.02(a) unless the aggregate amount of Losses incurred by the Stockholders Purchaser Indemnified Parties under this Agreement, and the aggregate amount of Losses incurred by the Purchaser Indemnified Parties under the Master PSA and Georgia UPA, respectively, exceeds the Deductible Amount, in which event the Purchaser Indemnified Parties shall be entitled, subject to the other limitations in this Article VIII, to receive indemnification for all Losses in excess of the Deductible Amount. Except in the case of Fraud or intentional breach, the Parent aggregate amount of Losses for which the Sellers shall be required to indemnify the Purchaser Indemnified Parties pursuant to Sections 8.02(a), 8.02(c) and 8.02(d) of this Agreement and to indemnify the applicable indemnified parties under Sections 8.02(a), 8.02(c) and 8.02(d) of the Master PSA and Sections 7.02(a), 7.02(c) and 7.02(d) of the Georgia UPA, and to indemnify the applicable indemnified parties under Section 9(b)(i)(1) and 9(b)(i)(3) of the Investor Pay-Off Letters, together shall not exceed the Cap. For the avoidance of doubt, the limitations set forth in this Section 8.03(a) shall not apply to any indemnification claim under Section 8.02(b). (b) Except in the case of Fraud or intentional breach, the aggregate amount of Losses for which each Seller hereunder shall be required to indemnify the Purchaser Indemnified Parties pursuant to Section 6.02(a8.02 of this Agreement shall be limited, in the aggregate, to the portion of the Purchase Price received by such Seller under this Agreement (including any Taxes deducted or withheld therefrom) or 6.02(b(with each Parent Share issued to such Seller being valued at the Parent Share Value), respectively, unless and in no case will the aggregate dollar amount liability of all Losses which would otherwise be indemnifiable pursuant to the Sellers for claims for indemnification under Section 6.02(a) or (b), as applicable, exceeds $50,0008.02 exceed, in which the aggregate and without duplication, the Purchase Price. (a) Except in the case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a)Fraud or intentional breach, each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total aggregate amount of such Losses multiplied by (ii) a fraction, the numerator of for which Parent and Purchaser shall be required to indemnify the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder Seller Indemnified Parties pursuant to Section 6.02(aSections 8.03(a) shall be an amount equal and 8.03(c) of this Agreement and to (xindemnify the applicable indemnified parties under Sections 8.03(a) $2,100,000 multiplied by (yand 8.03(c) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation Master PSA and warranty contained in Section 2.02(cSections 7.03(a) as applied to and 7.03(c) the Shares owned by itGeorgia UPA and Sections 9(b)(ii)(i) and 9(b)(ii)(3) of the Investor Pay-Off Letters, together shall be not exceed an amount equal to the value on Cap, and (ii) the Closing Date aggregate amount of all Losses for which Parent Shares and Parent Warrants received by such Stockholder Purchaser shall be required to indemnify the Seller Indemnified Parties pursuant to this Agreement; provided, further, that there Section 8.03(b) shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder limited, in the event that the breach of the representationaggregate, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary Parent Share Consideration paid under this Agreement (including any Taxes deducted or withheld therefrom) (with each Parent Share included in the Parent Share Consideration being valued at the Parent Share Value). (b) As used in this Article VIII, an “intentional breach” means an intentional action or intentional failure to act where the breaching party had actual knowledge that such action or failure to act was not permissible under this Agreement or other applicable Transaction Document. An “intentional breach” shall not apply to breaches of representations or warranties set forth in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.