Common use of Maximum Payments; Remedy Clause in Contracts

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by Seller of its covenants contained in this Agreement, and (BD) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay2.8 hereof, the maximum aggregate maximum amount the Buyer Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000. (b) 3,412,500. The maximum amount an a Buyer Indemnified Party may recover from Seller in respect of Losses arising out of (A) any Excluded Liabilities Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by Seller of its covenants contained in this Agreement shall not be limited. (b) Except with respect to (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement, and (D) Taxes referred to in Section 2.8 hereof, the maximum aggregate amount that the Seller Indemnified Parties may recover from Parent and Buyer in the aggregate under the indemnity set forth in Section 7.2 for Losses shall be limited to $3,412,500. The maximum amount a Seller Indemnified Party may recover from Parent or Buyer in respect of Losses arising out of (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, except with respect to (A) any amount Seller may be required to pay hereunder with respect to Excluded Liabilities, and (B) any amount Buyer or Parent may be required to pay hereunder with respect to Assumed Liabilities, no Indemnifying Party shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred and claimed against such Indemnifying Party by any one or more of the Buyer Indemnified Parties and to which any or the Seller Indemnified Party is entitled to indemnification hereunderParties, or to which any one or more of as the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereundercase may be, exceeds $100,000 250,000 (the “Deductible Amount”) in the aggregate, at which point Seller the Indemnifying Party shall indemnify only the full amount of such aggregate claims in excess of the Deductible Amount and all resolved claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right Article 7. Notwithstanding any provision of Parent and this Agreement to the contrary, solely for the purpose of calculating the amounts payable by Seller to the Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to under this ARTICLE 9 Article 7, the “Deductible Amount” shall be mean (i) $250,000 less (ii) the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller amount of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementIdentified Environmental Liabilities. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payIf the Closing occurs, the aggregate maximum amount the all Parent Indemnified Parties may collectively recover from Seller the Company Shareholders pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses9.02 shall be limited to the Holdback Shares held by the Escrow Agent. (b) If the Closing does not occur, or otherwise the maximum amount all Parent Indemnified Parties may collectively recover from Company pursuant to the indemnity set forth in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of SellerSection 9.02, shall be limited to $3,300,000. (b) The maximum a dollar amount an Indemnified Party may recover from Seller equal to the Parent Share Price multiplied by the Parent Shares, in respect each case calculated as of Losses arising out the date of any Excluded Liabilities shall not be limitedexpiration or termination of this Agreement as though such date were the Closing Date. (c) Without limiting If the effect of any Closing occurs, the maximum amount all Company Indemnified Parties may collectively recover from Parent pursuant to the indemnity set forth in Section 9.02 shall be limited to a dollar amount equal to the Parent Share Price multiplied by the Holdback Shares as of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Closing Date. (d) The right of Parent and Buyer hereto and their related If the Closing does not occur, the maximum amount all Company Indemnified Parties to assert indemnification claims and receive indemnification payments may collectively recover from Parent pursuant to this ARTICLE 9 the indemnity set forth in Section 9.02, shall be limited to a dollar amount equal to the sole and exclusive right and remedy exercisable Parent Share Price multiplied by the Parent and Buyer with respect to any breach by Seller Shares, in each case calculated as of any representation, warranty the date of expiration or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause termination of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementAgreement as though such date were the Closing Date. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained Notwithstanding anything in this Agreement if to the Closing does not occurcontrary, no indemnification claims for Losses shall be asserted by the Parent Indemnified Parties under Section 9.02 or by the Company Indemnified Parties under Section 9.03 unless, in either case, (x) any individual Loss or group or series of related Losses under Section 9.02 or Section 9.03, as applicable, exceeds $100,000 (the “Basket Amount”), whereupon the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, shall be entitled to receive only amounts for Losses in excess of the Basket Amount, subject to the limitations set forth herein.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay7.3(b) hereof, the maximum aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000the Escrow Fund. Except as set forth in Section 7.3(b) and Section 7.4(e)(i) hereof, with respect to any claim for Losses incurred by an Indemnified Party for any breach of any representation or warranty, covenant or agreement in this Agreement by the Company or any Shareholder such Indemnified Party shall seek indemnification solely from the Escrow Fund and the indemnification provisions set forth in this Article VII shall be the sole and exclusive remedy of any Indemnified Party for any breach of any representation or warranty, covenant or agreement in this Agreement by the Company or any Shareholder. Nothing in this Agreement shall limit the right of Purchaser or any other Indemnified Party to pursue remedies under any Related Agreement against the parties thereto. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Person (and the Escrow Fund shall not be the exclusive remedy) in respect of Losses arising out of (i) any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until fraud committed by such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, Person or any right or remedy they may otherwise have against any willful breach committed by such Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if or any certificates or other instruments delivered pursuant to this Agreement on the part of such Person or (ii) breach of any Related Agreements by such Person, or (iii) breach by such Person of any representation or warranty set forth in Section 2.2 (Company Capital Structure), Section 3.1 (Ownership of Company Capital Stock) and Section 2.12 (Tax Matters) hereof (clauses (i) through (iii) above collectively, “Specified Breaches”). (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing does not occuror waived any condition to the Closing related thereto.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an An applicable Purchaser Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (centitled to any recovery resulting from Section 8.2(a)(i) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of the such Purchaser Indemnified Parties exceeds $400,000 in the aggregate (the “Tipping Basket”); and in such event, the Purchaser Indemnified Parties shall, subject to which any Indemnified Party is the limitations set forth in the remaining subsections of this Section 8.3, be entitled to be indemnified against and compensated and reimbursed to the extent of all Losses from the first dollar thereof; provided, that the limitations set forth in this Section 8.3(a) shall not apply to any indemnification hereunderclaims relating to (i) Fraud (or an allegation that would amount to Fraud in the case of a third-party claim) or (ii) any breach (or an allegation that would amount to a breach in the case of a third-party claim) of any Seller Fundamental Representation or any Tax Representation. (b) The maximum amount of Losses for which the Beneficial Sellers (the “Seller Indemnifying Parties”) shall be obligated to indemnify the Purchaser Indemnified Parties, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and for all claims thereafterunder Section 8.2(a)(i) of this Agreement shall not exceed $7,500,000 (the “General Representation Cap”); provided, subject that the General Representation Cap shall not apply to any other applicable limitations indemnification claims relating to (i) Fraud (or an allegation that would amount to Fraud in the case of a third-party claim) or (ii) any breach (or an allegation that would amount to a breach in the case of a third-party claim) of any Seller Fundamental Representation, Tax Representation, or IP Representation. In the case of any breach (or an allegation that would amount to a breach in the case of a third-party claim) of any IP Representation, the maximum amount that the Purchaser Indemnified Parties may recover from each Seller Indemnifying Party shall be limited to such Seller Indemnifying Party’s Pro Rata Share of $15,000,000 (the “Indemnifying Seller IP Cap”); provided, that the Indemnifying Seller IP Cap shall not apply to any indemnification claims relating to Fraud (or an allegation that would amount to Fraud in the case of a third-party claim). In the case of any breach (or an allegation that would amount to a breach in the case of a third-party claim) of any Seller Fundamental Representation or any Tax Representation, the maximum amount that the Purchaser Indemnified Parties may recover from each Seller Indemnifying Party shall be limited to such Seller Indemnifying Party’s Pro Rata Share of the Purchase Price (including any amounts in the Indemnification Escrow Fund and such Seller Indemnifying Party’s Pro Rata Share of the Earnout Consideration) and the Promised Optionholder Transaction Bonuses (the “Indemnifying Seller Cap”); provided, that the Indemnifying Seller Cap shall not apply to any indemnification claims relating to Fraud (or an allegation that would amount to Fraud in the case of a third-party claim). (c) Absent Fraud or Willful Breach by the Company, any Seller or any of their respective authorized representatives (including pursuant to Section 8.2(a)(iv), Section 8.2(a)(v) or Section 8.2(b)(iii)), the maximum amount that the Purchaser Indemnified Parties may recover from each Seller Indemnifying Party under this ARTICLE 9Section 8.2(a) and Section 8.2(b) shall be limited to such Seller Indemnifying Party’s Indemnifying Seller Cap. (d) The right For the avoidance of Parent doubt, (i) if and Buyer hereto solely to the extent the amount of a Loss is recovered by an Indemnified Party through the actual payment of a Payable Claim to such Indemnified Party, the same amount of such Loss may not be recovered again by such Indemnified Party by reason of such Loss being subject to indemnification under more than one provision of this Agreement and their related Indemnified Parties (ii) if and solely to assert indemnification claims and receive indemnification payments the extent that a Loss in connection with an Indemnifiable Matter was expressly taken into account in connection with calculations of the Estimated Closing Statement pursuant to Section 2.3 (as finally determined pursuant to Section 2.3(b)), the same amount of such Loss may not be recovered under this ARTICLE 9 Article VIII, but, in the case of the immediately preceding clauses (i) and (ii), the amount, if any, of Loss that exceeds the amount already recovered under clause (i) or already taken into account under clause (ii) shall be recoverable on and subject to the sole terms and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause conditions of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementArticle VIII. (e) Nothing The Purchaser Indemnified Parties’ right to indemnification pursuant to this Article VIII on account of any Losses will be reduced by all insurance of the Company or other third party indemnification or contribution proceeds actually received by the Company in respect of those Losses, net of applicable costs and expenses involved in seeking such recovery (including increases in premiums relating thereto). The applicable Purchaser Indemnified Parties shall remit to the Seller Entity (for further distribution by the Seller Entity to the Beneficial Sellers), for the benefit of the applicable Beneficial Seller, any such insurance or other third-party proceeds that are paid to such Indemnified Parties with respect to such Losses for which such Purchaser Indemnified Parties have been previously indemnified pursuant to this Article VIII. (f) Notwithstanding anything contained herein to the contrary, nothing herein shall limit the liability recovery amount against the Purchaser or the Seller Indemnifying Parties (together, the “Indemnifying Parties”), as applicable, or remedies available to an Indemnified Party, for Fraud or Willful Breach by the Company, the Sellers or any of Sellertheir respective authorized representatives (including pursuant to Section 8.2(a)(iv), Buyer Section 8.2(a)(v) or Parent Section 8.2(b)(iii)) or the Purchaser or any of its authorized representatives (including pursuant to Section 8.2(c)(iii)), as applicable. (g) The maximum amount of Losses for any breach or inaccuracy of any representationwhich the Purchaser shall be obligated to indemnify the Seller Indemnified Parties, warranty or covenant contained in this Agreement if the Closing does aggregate, for all claims under Section 8.2(c) shall not occurexceed the $7,500,000 (the “Indemnifying Purchaser Cap”).

Maximum Payments; Remedy. (a) Except with respect Notwithstanding anything to (A) the contrary in this ARTICLE VIII, an Indemnified Party shall not be entitled to indemnification hereunder for any Excluded Liabilitiesbreach or inaccuracy of a representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement until such time as Losses arising out of or attributable to any such breaches exceed $100,000 in the aggregate, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed which case all Losses theretofore incurred by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant Parent shall be subject to the indemnity indemnification set forth in Section 9.2 this ARTICLE VIII from the first dollar. For the avoidance of doubt, this threshold shall not apply to Losses arising out of or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited attributable to $3,300,000Shareholders' Claims. (b) The Except as set forth in SECTION 8.5(C) hereof, the maximum amount an Indemnified Party may recover from Seller a Shareholder individually pursuant to the indemnity set forth, and only set forth, in respect SECTION 8.2(I) hereof for Losses shall be limited to a dollar amount equal to the Earnout Amounts payable but not yet paid to such Shareholder pursuant to ARTICLE IX of this Agreement, and the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth, and only set forth, in SECTION 8.2(II) hereof for Losses arising out shall be limited to a dollar amount equal to the Component Two Consideration and Earnout Amounts payable but not yet paid to such Shareholder. From and after the date hereof, the provisions of any Excluded Liabilities this ARTICLE VIII shall not be limited. (c) Without limiting represent the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more sole remedy of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause alleged breach of this sentence shall not be deemed a waiver Agreement by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreementthe Company. (ec) Nothing herein shall limit the liability of Seller, Buyer the Company or Parent for any intentional breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement (or any Shareholder that is a party to a Related Agreement for any intentional breach or inaccuracy of any representation, warranty or covenant by such Shareholder contained in such Related Agreement), or for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement relating to facts the Company or Parent, respectively, should have known after diligent inquiry (or any Shareholder that is a party to a Related Agreement for any breach or inaccuracy of any representation, warranty or covenant contained in such Related Agreement relating to facts the Shareholder should have known after diligent inquiry), if the Closing Merger does not occurclose.

Maximum Payments; Remedy. (a) Except as set forth in Section 7.3(b) hereof, any and all recoveries for indemnification hereunder shall be limited to the Escrow Fund, and the maximum amount an Indemnified Party may recover from a Securityholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to such Securityholder’s Pro Rata Portion of the Escrow Fund. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) a breach of the Specified Representations, (ii) any covenant of the Company or the Securityholders set forth on Schedule 7.3(b)(ii) hereof or (iii) any fraud or intentional misrepresentation of a representation or willful breach of a warranty or a covenant by any Person (other than Parent and its affiliates) with respect to any representation, warranty or covenant contained in this Agreement or any certificates or other instruments delivered pursuant to this Agreement (Asubject to the terms of Schedule 7.2), each Securityholder shall be liable for (and the Escrow Fund shall not be the exclusive remedy for) all such Losses but only up to the full amount of that portion of the Aggregate Consideration Amount received by such Securityholder, provided, however, that in the case of clauses (i) or (ii) the Indemnified Parties must first exhaust the full amount of the Escrow Fund, if available, before pursuing any Excluded Liabilitiesclaims directly against any Securityholders; and provided further that nothing in this Agreement shall limit the liability of any Person (including any Securityholder) for any such Losses if such Person perpetrated such fraud or intentional misrepresentation or willful breach or had knowledge of the same. In addition, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to paynotwithstanding the foregoing, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise a Securityholder individually for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities a breach of the representations and warranties in Section 2.11 hereof (under the heading “Tax Matters”) shall not be limitedas set forth on Schedule 7.3(b) (iii) hereof. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 Nothing in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein Article VII shall limit the liability of Seller, Buyer or Parent the Company for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (d) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (e) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Securityholders, or any of them, in each case, severally and not jointly to the extent of such excess, in the event that Parent issues more than the Aggregate Consideration Amount to which the Securityholders, or any of them, are entitled pursuant to Article I of this Agreement. (f) Notwithstanding anything to the contrary herein, under no circumstances shall the Securityholders be liable under this Article VII (whether out of the Escrow Fund or otherwise) for any Taxes or related Losses incurred and attributable to taxable periods (or portions thereof) beginning on or after the Closing Date. (g) Subject to Sections 7.3(b) and 7.3(c), the indemnification provisions of this Article VII shall be the exclusive remedy of the Indemnified Parties for the recovery of any Losses arising out of this Agreement, including the certificate delivered by or on behalf of the Company pursuant to Section 6.2(aa) or any other certificate delivered by or on behalf of the Company pursuant to this Agreement. (h) Except for those damages that are awarded to a third party upon an adverse determination of any Third Party Claims in accordance with Section 7.4(j), in no event shall Losses include any liability for special, indirect, incidental, consequential or punitive damages, including loss of anticipated profits or loss or diminution of revenues or value, regardless of the legal theory under which such liability has been asserted, and no party hereto shall have any liability under any provision of this Agreement for any such damages.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by Seller of its covenants contained in this Agreement, and (BD) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay2.8 hereof, the maximum aggregate maximum amount the Buyer Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000. (b) 3,412,500. The maximum amount an a Buyer Indemnified Party may recover from Seller in respect of Losses arising out of (A) any Excluded Liabilities Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by Seller of its covenants contained in this Agreement shall not be limited. (b) Except with respect to (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement, and (D) Taxes referred to in Section 2.8 hereof, the maximum aggregate amount that the Seller Indemnified Parties may recover from Parent and Buyer in the aggregate under the indemnity set forth in Section 7.2 for Losses shall be limited to $3,412,500. The maximum amount a Seller Indemnified Party may recover from Parent or Buyer in respect of Losses arising out of (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, except with respect to (A) any amount Seller may be required to pay hereunder with respect to Excluded Liabilities, and (B) any amount Buyer or Parent may be required to pay hereunder with respect to Assumed Liabilities, no Indemnifying Party shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred and claimed against such Indemnifying Party by any one or more of the Buyer Indemnified Parties and to which any or the Seller Indemnified Party is entitled to indemnification hereunderParties, or to which any one or more of as the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereundercase may be, exceeds $100,000 250,000 (the "Deductible Amount") in the aggregate, at which point Seller the Indemnifying Party shall indemnify only the full amount of such aggregate claims in excess of the Deductible Amount and all resolved claims thereafter, subject to any other applicable limitations under this ARTICLE 9Article 7. Notwithstanding any provision of this Agreement to the contrary, solely for the purpose of calculating the amounts payable by Seller to the Buyer Indemnified Parties under this Article 7, the "Deductible Amount" shall mean (i) $250,000 less (ii) the amount of the Identified Environmental Liabilities. (d) Seller shall satisfy its indemnification obligations hereunder by payments comprised as follows: (i) fifty-five percent (55%) of any such payment shall be made in the form of shares of Parent common stock, which shares shall be valued for such purpose at a price per share of $1.44, and (ii) forty-five percent (45%) of any such payment shall be made in the form of cash. (e) The right of Parent and Buyer each party hereto and their its related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 Article 7 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer such parties with respect to any breach by Seller the other party of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedprovided under any theory of liability; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (ef) Nothing Absent fraud or fraudulent misrepresentation with respect to representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement, or willful breaches of covenants contained in this Agreement, no Party hereto shall be entitled to recover consequential, special, incidental or punitive damages from another Party hereto, and such damages shall not be considered "Losses" under this Agreement; provided, however, that "Losses" under this Agreement shall be deemed to include any consequential, special, incidental or punitive damages payable by an Indemnified Party to a third party in relation to a claim for which indemnification may be sought under this Article 7. Except for the Deductible Amount and the $3,412,500 limit referenced in Sections 7.6(a) and 7.6(b) hereof, nothing herein shall limit the liability of SellerBuyer, Buyer Parent or Parent Seller for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 7.6(b) and 5.14 that are owed by Seller and which Buyer may become obligated to paySection 7.6(c) hereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller an Escrow Participant individually pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000the amounts held in the Indemnification Escrow Fund with respect to such Escrow Participant. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any party in respect of Losses arising out of any Excluded Liabilities fraud, willful or intentional breaches of representations and warranties or willful and intentional breaches of covenants on the part of such party (it is agreed and understood that the Survival Date and the Threshold Amount shall not be limitedapply in respect of any such Losses). (c) Without limiting Notwithstanding anything to the effect of any contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of the other limitations Escrow Participants in respect of Losses arising out of a breach of Section 2.2(a) resulting from either (x) the inaccuracy of the ownership of Company Capital Stock or securities convertible into or exercisable for Company Capital Stock by a Stockholder, (y) a person claiming ownership of Company Capital Stock or securities convertible into or exercisable for Company Capital Stock transferred to such person from a Stockholder or issued to such person by the Company and not reflected in Section 2.2(a) of the Disclosure Schedule, or (z) the inaccuracy of the capitalization of the Company as set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more in Section 2.2(a)(i) of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Disclosure Schedule. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments Any liability beyond the Indemnification Escrow Fund pursuant to this ARTICLE 9 Section 7.6(b) and Section 7.6(c) hereof shall be borne by the sole Escrow Participants severally, and exclusive right and remedy exercisable not jointly, up to the amount of Merger Consideration received by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which each such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementEscrow Participant. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the The Purchaser Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (centitled to any recovery resulting from Section 9.2(a)(i) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of the such Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which such matters exceeds [***] in the aggregate (the “Deductible”); and in such event, the Purchaser Indemnified Parties shall, subject to the limitations set forth in the remaining subsections of this Section 9.3, be entitled to be indemnified against and compensated and reimbursed to the extent all Losses from the first Dollar thereof; provided, that the limitations set forth in this Section 9.3(a) shall not apply to any indemnification claims relating to (i) any breach of any representation or warranty that involves fraud or Willful Breach (including pursuant to Sections 9.2(a)(iii) or 9.2(b)(iii)) or (ii) any breach of the Special Representations or the Fundamental Representations. (b) The maximum amount that the Purchaser Indemnified Parties may recover from the Stockholders under Sections 9.2(a)(i) and 9.2(b)(i) shall be limited to the Indemnification Escrow Amount; provided, that (i) in the case of any breach or inaccuracy of the Special Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholders shall be limited to $[***] and (ii) in the case of any breach of the Fundamental Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholders shall be limited to $[***] plus the maximum aggregate amount of all Milestone Payments that become payable (prior to any application of any setoff right) under this Agreement (including any amounts in the Indemnification Escrow Fund) (the “Indemnifying Stockholder Proceeds”). Absent fraud or Willful Breach by the Company, the Stockholders or any of their respective authorized representatives (including pursuant to Sections 9.2(a)(iii) or 9.2(b)(iii)), the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholders under Section 9.2(a) shall be limited to the Indemnifying Stockholder Proceeds. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against the Stockholders, or remedies available to a Purchaser Indemnified Party, for claims pursuant to Section 9.2(a)(vii) or for fraud or Willful Breach by the Company, the Stockholders or any of their respective authorized representatives (including pursuant to Section 9.2(a)(iii)); provided, however, that no Stockholder shall be liable for the fraud or Willful Breach of another Stockholder or such other Stockholder’s authorized representative. (c) For the avoidance of doubt, if and solely to the extent the amount of a Loss is recovered by an Indemnified Party is entitled through the actual payment of a Payable Claim to indemnification hereundersuch Indemnified Party, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full same amount of such claims and all claims thereafter, Loss may not be recovered again by such Indemnified Party by reason of such Loss being subject to any other applicable limitations indemnification under more than one provision of this ARTICLE 9Agreement. (d) The right of Parent and Buyer hereto and their related maximum amount that the Seller Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 may recover from the Purchaser under Section 9.2(c)(i) shall be limited to the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that amounts in the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementIndemnification Escrow Amount. (e) Nothing herein shall limit Except in the liability case of Sellerfraud or Willful Misconduct, Buyer or Parent each Indemnified Party agrees to take commercially reasonable actions to mitigate any Losses and to make and pursue any claims for any breach or inaccuracy insurance and/or other payments available from third parties with respect to Losses for which it will seek indemnification hereunder, with all mitigation costs to be included in the amount of Losses arising under the applicable indemnified claim. An Indemnified Party’s right to indemnification pursuant to this Article IX on account of any representationLosses will be reduced by all insurance of the Indemnified Party indemnification or contribution proceeds actually received by such Indemnified Party or their Affiliates in respect of those Losses, warranty net of applicable costs and expenses involved in seeking such recovery. The applicable Indemnified Parties shall remit to the applicable Indemnifying Parties any such insurance or covenant contained in other third party proceeds that are paid to such Indemnified Parties with respect to such Losses for which such Indemnified Parties have been previously indemnified pursuant to this Agreement if the Closing does not occurArticle IX.

Maximum Payments; Remedy. (a) Except with respect to (Aas set forth in Sections 6.6(b) any Excluded Liabilities, and (B6.6(c) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payhereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller the Escrow Participants pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, 6.2 hereof shall be limited to $3,300,000the Escrow Amount. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Person in respect of Losses arising out of any Excluded Liabilities fraud committed by such Person (it is agreed and understood that the Survival Date and the Threshold Amount shall not be limitedapply in respect of any such Losses). (c) Without limiting Except as set forth in Section 6.6(b), the effect liability of the Escrow Participants in respect of Losses (i) based on fraud, (ii) incurred pursuant to clauses (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) or (xi) of Section 6.2(a) hereof, and (iii) arising out of breaches of the representations and 105132706 v11 warranties contained in the Fundamental Representations and the Tax Representation, in each case, shall be limited to the portion of the Merger Consideration actually paid to such Escrow Participant (including, for the avoidance of doubt, such Escrow Participant’s Pro Rata Portion of any of the other limitations Future Payment). Except as set forth hereinin Section 6.6(b), Seller in no event shall not any Escrow Participant be required obligated to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of indemnify the Indemnified Parties and for any Losses pursuant to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 Section 6.2 hereof in the aggregate, at which point Seller shall indemnify the full amount excess of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Escrow Participant’s Pro Rata Portion of such Loss. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 In no event shall any Escrow Participant be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to responsible or liable for any breach by Seller of any representation, warranty or covenant hereunder Losses or other matter with respect amounts under this Article VI that are punitive, special or any multiple of damages, except to the extent that such damages are awarded to a third party. Each party shall (and shall cause its affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for which such indemnification is provided; provided, however, that the foregoing clause of provided to it under this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementArticle VI. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy The amount of any representationLosses for which indemnification is provided under this Article VI shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies (net of any increase in any premium resulting therefrom) or other related payments received or receivable from third parties. An Indemnified Party shall use commercially reasonable efforts to pursue, warranty and to cause its affiliates to pursue, any insurance claims to which it may be entitled in connection with any Losses it incurs. If an Indemnified Party (or covenant contained an affiliate) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Escrow Participants, it shall pay to the Escrow Participants, within ten (10) days of receiving such insurance payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Agreement if Article VI with respect to such claim plus the Closing does not occuramount of the insurance payments received (after deducting any expenses incurred by such Indemnified Party in securing such insurance payments), over (ii) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded LiabilitiesThe Parent Indemnified Parties, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, on the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Lossesone hand, or otherwise in respect of any breaches of any of the representationsCompany Indemnified Parties, warranties or covenants of Seller hereunder or in on the Certificate of Sellerother hand (each, shall be limited to $3,300,000. (b) The maximum amount an “Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities Party”), shall not be limited. (centitled to any recovery resulting from Section 9.2(a)(i) Without limiting the effect of any of the other limitations set forth hereinor Section 9.2(b)(i), Seller shall not be required to make any indemnification payment hereunder respectively, until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of the such Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, such matters exceeds $100,000 500,000 in the aggregate; and in such event, at which point Seller shall indemnify the full amount of such claims and all claims thereafterParent Indemnified Parties or the Company Indemnified Parties, as the case may be, shall, subject to the limitations set forth in the remaining subsections of Section 9.3, be entitled to be indemnified against and compensated and reimbursed to the extent all Losses exceed $200,000; provided, that the limitations set forth in this Section 9.3(a) shall not apply to any indemnification claims relating to (i) any breach of any representation or warranty that involves fraud or Willful Breach or (ii) any breach of the Special Representations and the Fundamental Representations. (b) The maximum amount that the Parent Indemnified Parties may recover from each Indemnifying Holder under Section 9.2(a)(i) shall be limited to such Indemnifying Holder’s Pro Rata Share of the General Cap; provided, that (i) in the case of any breach or inaccuracy of the Special Representations, the maximum amount that the Parent Indemnified Parties may recover from each Indemnifying Holder shall be limited to such Indemnifying Holder’s Pro Rata Share of $72 million and (ii) in the case of any breach of the Company Fundamental Representations, the maximum amount that the Parent Indemnified Parties may recover from each Indemnifying Holder shall be limited to the aggregate consideration received by such Indemnifying Holder pursuant to this Agreement (including any portion of the Escrow Fund and the WC Escrow Fund) (the “Indemnifying Holder Proceeds”). The attributed dollar value of any Parent Common Stock returned by an Indemnifying Holder in connection with any claim for indemnification hereunder (including the number of shares recoverable by the Parent Indemnified Party and the Indemnifying Holder’s Pro Rata Share of a Loss) or in determining the Indemnifying Holder Proceeds shall be equal to the Parent Common Stock Price. Except for fraud or Willful Breach committed by an Indemnifying Holder, no Indemnifying Holder shall be liable for any fraud or Willful Breach committed by the Company or any if their respective directors, officers, employees, advisors, agents or representatives beyond such Indemnifying Holder’s Indemnifying Holder Proceeds. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against an Indemnifying Holder, or remedies available to a Parent Indemnified Party, for such Indemnifying Holder’s fraud or Willful Breach. (c) The maximum amount that the Parent Indemnified Parties may recover from each Indemnifying Holder under Section 9.2(a) (other applicable limitations under this ARTICLE 9than Section 9.2(a)(iii)) shall be limited to the Indemnifying Holder Proceeds. (d) The right of Except for fraud or Willful Breach committed by Parent and Buyer hereto and their related or Merger Subs, the maximum amount that the Company Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 may recover under Section 9.2(b)(i) shall be limited to the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedGeneral Cap; provided, howeverthat in the case of any breach of the Parent Fundamental Representations and claims under Section 9.2(b)(ii), the maximum aggregate amount that the foregoing clause of this sentence Company Indemnified Parties may recover from each Parent and Merger Subs shall not be deemed a waiver by any Indemnified Party of any right limited to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreementthe aggregate Indemnifying Holder Proceeds. (e) Nothing herein in this Article IX shall limit the liability Liability of Seller, Buyer or Parent any party hereto for any breach or inaccuracy of any representation, warranty warranty, covenant or covenant agreement contained in this Agreement or any Related Agreement if the Closing First Merger does not occur. (f) For the avoidance of doubt, (i) if and solely to the extent the amount of a Loss is recovered by an Indemnified Party through the actual payment of a Payable Claim to such Indemnified Party, the same amount of such Loss may not be recovered again by such Indemnified Party by reason of such Loss being subject to indemnification under more than one provision of this Agreement and (ii) if and solely to the extent that a Loss in connection with an Indemnifiable Matter was expressly taken into account in connection with calculations of the Estimated Net Working Capital, the Estimated Indebtedness or the Estimated Transaction Expenses pursuant to Section 2.9, the same amount of such Loss may not be recovered under this Article IX, but, in the case of the immediately preceding clauses (i) and (ii), the amount, if any, of Loss that exceeds the amount already recovered under clause (i) or already taken into account under clause (ii) shall be recoverable on and subject to the terms and conditions of this Article IX. (g) The Indemnified Parties’ right to indemnification pursuant to this Article IX on account of any Losses will be reduced by all insurance or other third party indemnification or contribution proceeds actually received by the Indemnified Parties in respect of those Losses, net of applicable costs and expenses involved in seeking such recovery (including increases in premiums relating thereto). The Indemnified Parties shall remit to the party from which such Indemnified Party is seeking indemnification under this Section 9.3(g) (the “Indemnifying Party”), for the benefit of such other party, any such insurance or other third party proceeds that are paid to the Indemnified Parties with respect to Losses for which the Indemnified Parties have been previously indemnified pursuant to this Section 9.3(g).

Maximum Payments; Remedy. (a) Except From and after the Closing, recourse of Parent and the other Indemnified Parties to the Escrow Amount pursuant to this Agreement shall be the sole and exclusive remedy of Parent and the other Indemnified Parties for recovery of Losses under the indemnification provisions contained in Section 6.2(a)(i) (it being understood that nothing in this Section 6.3(a) or elsewhere in this Agreement shall affect Parent’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement to be performed after the Closing). Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Indemnifying Party, and the Escrow Amount shall not be the exclusive remedy, in respect of (i) Losses (A) any Excluded Liabilities, and arising out of the Indemnifiable Matters described in clauses (ii) through (x) of Section 6.2(a) or (B) Taxes referred with respect to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated any Fundamental Matter, or (ii) Losses arising out of fraud, any intentional misrepresentation or intentional or willful breach of or related to paythis Agreement, any Certificate, the aggregate Spreadsheet or other instrument delivered pursuant to this Agreement (such Losses described in components (i) and (ii) of the foregoing sentence, collectively, the “Outside Escrow Matters”), in which case the liability of the Indemnifying Parties shall be several and not joint and the maximum amount that the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise each Indemnifying Party for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, such Losses shall be limited to $3,300,000. (b) The maximum an amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting equal to the effect of any amount of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until Total Consideration received by such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Indemnifying Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedSection 1.7; provided, however, that the foregoing Escrow Amount shall be the first source of indemnification for any claims arising out of the Outside Escrow Matters, and no such claims may be satisfied against an Indemnifying Party until the Escrow Amount has been exhausted; provided, further that in no event shall an Indemnified Party be entitled to recover for the same Loss under more than one clause of this sentence Section 6.2; provided, further, that there shall not be deemed a waiver no limitation on the amount that the Indemnified Parties may recover from an Indemnifying Party for Losses arising out of any fraud, intentional misrepresentation or intentional or willful breach committed by any Indemnified such Indemnifying Party of or related to this Agreement, any right to specific performance Certificate, the Spreadsheet or injunctive relief, or any right or remedy they may otherwise have against any Person that has other instrument delivered committed fraud with respect by such Indemnifying Party pursuant to this Agreement. (eb) Nothing herein in this Article VI shall limit the liability Liability of SellerParent, Buyer Sub I, Sub II or Parent the Company for any willful breach or inaccuracy of any representation, representation or warranty or covenant contained in this Agreement, any Certificate or other instrument delivered pursuant to this Agreement if the Closing First Merger does not occurclose. (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto (other than knowledge arising directly out of the disclosures explicitly set forth in the Disclosure Schedule, provided, that such disclosures are not qualified as being disclosed for informational purposes or otherwise described as not limiting the Indemnified Parties’ rights to indemnification pursuant to this Agreement). The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification based on such representations, warranties, covenants and obligations). (d) Except as set forth in the second sentence of this Section 6.3(d), an Indemnified Party may not recover any Losses under Section 6.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 6.2(a)(i) hereof in excess of $1,200,000 in the aggregate (the “Basket”) has or have been delivered to the Escrow Agent and the Stockholder Representative as provided in Section 6.4(a) hereof, and such amount is payable in accordance with this Article VI, at which time such Indemnified Party shall be entitled to recover all Losses so identified in full from the first dollar (including the amount of the Basket). The provisions of this Section 6.3(d) shall not apply to any and all claims or payments made with respect to all Losses incurred with respect to the Outside Escrow Matters or the matters set forth on Schedule 6.2(a)(xi) hereto. (e) Notwithstanding any other provision of this Agreement, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to this Article VI for any Losses to the extent that any Indemnified Party actually receives proceeds from insurance to pay such Losses, net of costs and expenses incurred in connection with the collection of such amounts; provided, however, that no Indemnified Party shall be required to seek any insurance or maintain any such insurance policies or other coverage. The Indemnified Party shall promptly refund any amount it actually receives (net of costs and expenses, incurred in connection with the collection of such amount) pursuant to the preceding sentence from insurance to the extent it actually receives such amount after payment by any Indemnifying Party.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilitiesthe Special Loss Warranties, Covenants, and (B) Taxes referred to Indemnities and as otherwise set forth in this Section 3.4 6.5, recourse against the Escrow Fund shall be the sole and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount exclusive remedy of the Indemnified Parties against the Indemnifying Parties with respect to indemnification claims pursuant to Section 6.2 of this Agreement. The maximum amount an Indemnified Party may recover individually from Seller any Indemnifying Party pursuant to the indemnity set forth in Section 9.2 or otherwise 6.2 above for Losses, or otherwise in respect of any breaches of any of Losses recovered from the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Escrow Fund shall be limited to $3,300,000an amount equal to such party's allocated portion of the Escrow Fund as set forth under the caption "Allocation of Escrow Fund" on the Schedule of Shareholder. (b) The Notwithstanding anything to the contrary set forth in this Agreement, the maximum amount an Indemnified Party may recover individually from Seller any Indemnifying Party for any breach or inaccuracy of the Special Loss Warranties, Covenants, and Indemnities shall be limited to an amount equal to the aggregate consideration received by such Shareholder pursuant to this Agreement as determined by multiplying, with respect to each Shareholder, the amount set forth for such Shareholder under the caption "Allocation Percentage" on the Schedule of Shareholders by the aggregate consideration (including Earnout Payments, if any, and payment, if any, for any Working Capital Excess) paid by the Company to all Shareholders (provided that in each case, the Indemnified Parties shall recover any such Losses first from the Escrow Fund and then directly from the Indemnifying Parties). Subject to the terms of the Surety Agreement and in any event where an Indemnified Party would be permitted under this Agreement to recover directly against an Indemnifying Party, the indemnification liability of SCG with respect to the Special Loss, Warranties, Covenants, and Indemnities shall be joint and several, and the indemnification liability of the Management Shareholders shall be several but not joint. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the Liability of any Shareholder (and the Escrow Fund shall not be the exclusive remedy) in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting common law fraud or willful and knowing misrepresentation or willful and knowing breach on the effect part of any of Shareholder. The parties further acknowledge that the other limitations set forth herein, Seller Purchaser shall not be required to make recover any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered resulting from any common law fraud or incurred any willful and knowing misrepresentation or willful and knowing breach by any one Shareholder, either from the Escrow Fund or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregatedirectly from such Shareholders, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Purchaser's sole election. (d) The right of Parent and Buyer hereto and their related All sums payable by the Indemnifying Parties to the Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 the indemnity in Section 6.2 above shall be paid free and clear of all deductions or withholdings save only as may be required by applicable Legal Requirements. If any such deductions or withholdings are required by applicable Legal Requirements, the sole and exclusive right and remedy exercisable by Parent and Buyer Indemnifying Parties shall be obliged to pay to the Indemnified Parties such sum as will after such deduction or withholding has been made leave the Indemnified Parties with respect the same amount as it would have been entitled to any breach by Seller receive in the absence of any representationsuch requirement to make a deduction or withholding. If any sum payable by the Indemnifying Parties to the Indemnified Parties pursuant to the indemnity in Section 6.2 above shall otherwise be subject to Taxation in the hands of the recipient the same obligation to make an increased payment shall apply in relation to such Taxation as if it were a deduction or withholding required by applicable Legal Requirements, warranty or covenant hereunder or other matter with respect as referred to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreementabove. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except No claim for indemnification may be made under Section 8.2(a)(i) (other than recovery under Section 8.2(a)(i) for any breach or inaccuracy of the Surviving Representations, or any fraudulent or willful breach of any representation or warranty) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder (together with respect to any Losses that may be claimed under any other subsection of Section 8.2(a)) exceeds $50,000 (A) any Excluded Liabilitiesthe “Threshold”), and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payonce such Threshold has been reached, the aggregate maximum amount Indemnifying Parties shall be liable to the Parent Indemnified Parties may recover from Seller pursuant to for the indemnity set forth in Section 9.2 or otherwise for full amount of all Losses, or otherwise in respect of including those that comprised any breaches of any portion of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000Threshold. (b) The maximum Subject to Section 8.2(b), the Indemnifying Parties’ indemnification obligations under Section 8.2(a) shall be limited as follows: (i) with respect to such Indemnifiable Matters other than those set forth in clauses (ii) and (iii) of this Section 8.3(b), to such Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund, if any, held pursuant to and in accordance with this Agreement, (ii) with respect to Indemnifiable Matters arising from a breach or inaccuracy of the representations and warranties of the Acquired Entities and the Founders contained in Section 2.13 (Intellectual Property), to an amount equal to the sum of (A) such Indemnifying Party’s Pro Rata Portion of 30% of the Total Closing Consideration and (B) such Indemnifying Party’s Pro Rata Portion of 30% of the remaining Escrow Fund, if any, and (iii) with respect to Indemnifiable Matters (A) arising from a breach or inaccuracy of the Surviving Representations or (B) described in Section 8.2(a)(ii) through (xiv), to an Indemnified Party may recover from Seller amount equal to such Indemnifying Party’s Pro Rata Portion of the sum of (i) the Total Closing Consideration and (ii) the Escrow Amount. (iv) For the avoidance of doubt and subject to Section 8.2(b), liability for any Losses attributable to the Indemnifiable Matters in respect of Losses arising out of any Excluded Liabilities Sections 8.3(b)(i), (ii) and (iii) shall be allocated among the Indemnifying Parties on a several and not be limitedjoint basis in accordance with their Pro Rata Portion. (c) Without limiting the effect If a Parent Indemnified Party’s claim under this Article VIII may be brought under different subsections of any of the other limitations set forth hereinSection 8.2(a), Seller shall not be required to make any indemnification payment hereunder until then such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Parent Indemnified Party is entitled shall have the right to indemnification hereunder, or to which bring such claim under any one or more of the Indemnified Parties has or have otherwise become subject applicable section it chooses in accordance with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedArticle VIII; provided, however, that the foregoing clause of this sentence a Parent Indemnified Party shall not be deemed a waiver by any Indemnified Party of any right entitled to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person receive indemnification to the extent that it has committed fraud already received indemnification with respect to this Agreementthe same Loss even if the state of facts giving rise to such Loss constitutes a breach of more than one representation, warranty, covenant or agreement. (ed) Nothing herein Subject to the limitations set forth in Section 8.3(b), claims or recoveries in respect of Losses subject to Sections 8.3(b)(i), 8.3(b)(ii), or 8.3(b)(iii)(A) (collectively, the “Order of Recovery 47 Matters”) shall limit be satisfied with respect to the liability Indemnifying Parties to whom such Losses are attributable, first, from the remaining Escrow Fund, if any, until such Indemnifying Parties’ Pro Rata Portion of Sellerthe Escrow Fund has been reduced to zero in accordance with Section 8.4(e), Buyer and then directly against such Indemnifying Party up to such Indemnifying Party’s Pro Rata Portion of such Losses; provided, however, that claims or Parent for any recoveries in respect of Losses arising from a breach or inaccuracy of any representationa representation or warranty in Article III may be made, warranty in the sole and absolute discretion of the Parent Indemnified Parties, either from the Escrow Fund (to the extent of such Indemnifying Party’s Pro Rata Portion of the Escrow Fund) or covenant contained directly against such Indemnifying Party rather than from the Escrow Fund. Claims or recoveries in this Agreement if respect of Losses that are not Order of Recovery Matters may be made, in the Closing does not occursole and absolute discretion of the Parent Indemnified Parties, either from the Escrow Fund or directly against one or more Indemnifying Parties rather than from the Escrow Fund.

Maximum Payments; Remedy. (a) Except with respect to (Aas set forth in Sections 8.4(b) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payhereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller the Sellers pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, 8.2 hereof shall be limited to $3,300,000the Stock Consideration valued at such time as set forth in subsection (d) hereof. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Person in respect of Losses arising out (i) based on fraud, intentional misrepresentation or willful breach and (ii) incurred pursuant to clause (d) of any Excluded Liabilities shall not be limitedSection 8.2 hereof. (c) Without limiting In the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which event any Indemnified Party is entitled to indemnification hereunderrecover Losses pursuant to this Article 8 directly from any Seller, such seller shall have the right to elect that such recovery be satisfied in whole or to which any one or more part by the cancellation of the Indemnified Parties has Buyer Common Stock held by such Seller valued as set forth in subsection (d) hereof, provided that if such Seller fails to make such election (by notice in writing to Buyer) within five days following the determination that Losses are required to be paid in accordance with this Agreement, Buyer shall have the right to elect whether such recovery shall be satisfied in whole or have otherwise become subject in part by the cancellation of Buyer Common Stock held by such Seller. Upon determination in accordance with respect this Agreement that Buyer Common Stock shall be cancelled to which pay any portion of Losses owed by a Seller, such Seller shall take all reasonable action requested by Buyer to effect the cancellation of such shares, including Seller returning the stock certificate evidencing such shares to Buyer. Notwithstanding the foregoing, upon determination in accordance with this Agreement that an Indemnified Party is entitled to indemnification hereunderrecover Buyer Common Stock, exceeds $100,000 in the aggregateBuyer shall be entitled to cancel on its books any stock certificate evidencing such shares and, at which point Seller upon such cancellation, such shares shall indemnify the full amount of such claims and all claims thereafter, subject cease to any other applicable limitations under this ARTICLE 9be outstanding. (d) The right For purposes of Parent and this Article 8, the deemed value of each share of Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 Common Stock shall be the sole and exclusive right and remedy exercisable fair market value at the time such Losses become finally due as agreed by Parent and Buyer with respect to any breach the parties or by Seller final adjudication by relevant tribunal, as determined in good faith by the Buyer’s Board of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this AgreementDirectors. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay7.3(b) hereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller a Stockholder individually pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000such Stockholder’s pro rata contribution to the Escrow Fund, which shall be the sole source of payment for claims for indemnification under this Agreement. Except as set forth in Section 7.3(b) and subject to the availability of equitable remedies under Section 9.6 hereof, following the Closing, the indemnity obligation set forth in Section 7.2 shall be the sole and exclusive remedy of any Indemnified Party for any Losses or claims for damages against the Company, any Stockholder, the Stockholder Representative, and their respective officers, directors, affiliates, employees, agents and representatives arising under or relating to this Agreement (but not including any Related Agreement); provided, that the Newco Group liability under the Related Agreements is not hereby limited. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in respect this Agreement, in the event of Losses arising out of any Excluded Liabilities fraud or intentional misrepresentation by any Person (other than Parent and its affiliates) who is a party hereto or a Stockholder in connection with this Agreement or any certificates or other instruments delivered pursuant to this Agreement, then each Stockholder and the Newco Group shall not be limitedliable for all such Losses, in the case of a Stockholder, up to the full amount of the Total Consideration received by such Stockholder, and in the case of the Newco Group, up to $2,500,000, provided that all such Losses shall (x) first be claimed against the Escrow Fund, as provided in Section 7.4, (y) to the extent the Escrow Fund has been fully paid out or the full amount of the Escrow Fund set aside for other claims and Stockholder Representative Expenses, be claimed against the Newco Group, jointly and severally, and (z) to the extent the Newco Group is unable to fully indemnify for such Loss, be claimed against the Stockholders; provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder or the Newco Group) for any such Losses if such Person perpetrated such fraud or intentional misrepresentation or had actual knowledge of the same. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 Nothing in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein Article VII shall limit the liability of Seller, Buyer or Parent the Company for any breach or inaccuracy by the Company of any representation, warranty or covenant contained in this Agreement, or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (d) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto.

Maximum Payments; Remedy. (a) Except No claim for indemnification may be made under Section 8.2(a)(i) (other than recovery under Section 8.2(a)(i) for any breach or inaccuracy of the Surviving Representations, or any fraudulent or willful breach of any representation or warranty) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder (together with respect to any Losses that may be claimed under any other subsection of Section 8.2(a)) exceeds $50,000 (A) any Excluded Liabilitiesthe “Threshold”), and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payonce such Threshold has been reached, the aggregate maximum amount Indemnifying Parties shall be liable to the Parent Indemnified Parties may recover from Seller pursuant to for the indemnity set forth in Section 9.2 or otherwise for full amount of all Losses, or otherwise in respect of including those that comprised any breaches of any portion of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000Threshold. (b) The maximum Subject to Section 8.2(b), the Indemnifying Parties’ indemnification obligations under Section 8.2(a) shall be limited as follows: (i) with respect to such Indemnifiable Matters other than those set forth in clauses (ii) and (iii) of this Section 8.3(b), to such Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund, if any, held pursuant to and in accordance with this Agreement, (ii) with respect to Indemnifiable Matters arising from a breach or inaccuracy of the representations and warranties of the Acquired Entities and the Founders contained in Section 2.13 (Intellectual Property), to an amount equal to the sum of (A) such Indemnifying Party’s Pro Rata Portion of 30% of the Total Closing Consideration and (B) such Indemnifying Party’s Pro Rata Portion of 30% of the remaining Escrow Fund, if any, and (iii) with respect to Indemnifiable Matters (A) arising from a breach or inaccuracy of the Surviving Representations or (B) described in Section 8.2(a)(ii) through (xiv), to an Indemnified Party may recover from Seller amount equal to such Indemnifying Party’s Pro Rata Portion of the sum of (i) the Total Closing Consideration and (ii) the Escrow Amount. (iv) For the avoidance of doubt and subject to Section 8.2(b), liability for any Losses attributable to the Indemnifiable Matters in respect of Losses arising out of any Excluded Liabilities Sections 8.3(b)(i), (ii) and (iii) shall be allocated among the Indemnifying Parties on a several and not be limitedjoint basis in accordance with their Pro Rata Portion. (c) Without limiting the effect If a Parent Indemnified Party’s claim under this Article VIII may be brought under different subsections of any of the other limitations set forth hereinSection 8.2(a), Seller shall not be required to make any indemnification payment hereunder until then such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Parent Indemnified Party is entitled shall have the right to indemnification hereunder, or to which bring such claim under any one or more of the Indemnified Parties has or have otherwise become subject applicable section it chooses in accordance with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedArticle VIII; provided, however, that the foregoing clause of this sentence a Parent Indemnified Party shall not be deemed a waiver by any Indemnified Party of any right entitled to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person receive indemnification to the extent that it has committed fraud already received indemnification with respect to this Agreementthe same Loss even if the state of facts giving rise to such Loss constitutes a breach of more than one representation, warranty, covenant or agreement. (ed) Nothing herein Subject to the limitations set forth in Section 8.3(b), claims or recoveries in respect of Losses subject to Sections 8.3(b)(i), 8.3(b)(ii), or 8.3(b)(iii)(A) (collectively, the “Order of Recovery Matters”) shall limit be satisfied with respect to the liability Indemnifying Parties to whom such Losses are attributable, first, from the remaining Escrow Fund, if any, until such Indemnifying Parties’ Pro Rata Portion of Sellerthe Escrow Fund has been reduced to zero in accordance with Section 8.4(e), Buyer and then directly against such Indemnifying Party up to such Indemnifying Party’s Pro Rata Portion of such Losses; provided, however, that claims or Parent for any recoveries in respect of Losses arising from a breach or inaccuracy of any representationa representation or warranty in Article III may be made, warranty in the sole and absolute discretion of the Parent Indemnified Parties, either from the Escrow Fund (to the extent of such Indemnifying Party’s Pro Rata Portion of the Escrow Fund) or covenant contained directly against such Indemnifying Party rather than from the Escrow Fund. Claims or recoveries in this Agreement if respect of Losses that are not Order of Recovery Matters may be made, in the Closing does not occursole and absolute discretion of the Parent Indemnified Parties, either from the Escrow Fund or directly against one or more Indemnifying Parties rather than from the Escrow Fund.

Maximum Payments; Remedy. (a) Except with respect Following the Effective Time, except in the case of fraud by the Company, claims for injunctive relief or specific performance, claims for breaches or inaccuracies of the Fundamental Representations or the Tax Representations and claims for indemnity pursuant to Section 7.2(a)(ii) through Section 7.2(a)(vi) hereof, inclusive (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to paycollectively, the aggregate maximum amount “Special Matters”), claims against the Escrow Fund shall be the Indemnified Parties may recover from Seller pursuant to Parties’ sole and exclusive remedy for the Indemnifying Parties’ indemnity claims under Section 7.2(a)(i) and Section 7.2(a)(vii) hereof. For the avoidance of doubt, the limitations set forth in this Section 9.2 or otherwise 7.3(a) shall not apply to claims for Lossesindemnity pursuant to Section 7.2(a)(ii) through Section 7.2(a)(vi) hereof, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000inclusive. (b) The maximum amount an Indemnified Party may recover from Seller Following the Effective Time, except in respect the case of Losses arising out fraud by the Company, the aggregate liability for all claims of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any indemnity for breaches or inaccuracies of the other limitations set forth herein, Seller Tax Representations and pursuant to Section 7.2(a)(vi) hereof shall not be required (i) $100.0 million for claims made pursuant to make any indemnification payment hereunder until such time as an Officer’s Certificate delivered prior to the total amount later of all Losses that have been suffered or incurred by any one or more eighteen (18) months after the Closing Date and the completion of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject first full audit cycle for all Pre-Closing Tax Periods with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 the corporate income Tax Returns of the Company and its Subsidiaries filed in the aggregateUnited States, at which point Seller shall indemnify Canada or Ireland and (ii) $20.0 million for claims made thereafter. In the full amount case of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert claim for indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller Special Matter, a claim for indemnification under this Article VII shall remain the exclusive remedy for Parent and the Indemnified Parties. In such an event, the Indemnified Parties shall first seek recovery of any representation, warranty or covenant hereunder or other matter with respect Losses from the Escrow Fund. If recovery of indemnifiable Losses from the Escrow Fund is not sufficient to which such indemnification is provided; provided, however, that satisfy the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to Indemnifying Parties’ indemnity obligations under this Agreement, the Indemnified Parties may seek recovery from the Indemnifying Parties according to their respective Pro Rata Portions of such Losses. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payIf the Closing occurs, the aggregate maximum amount the all Parent Indemnified Parties may collectively recover from Seller the Company Shareholders pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, 8.02 shall be limited to $3,300,000the principal amount which remains due and payable pursuant to the Notes as of the date of the commencement of the applicable indemnification claim. In the event that the Company Shareholders become obligated to pay to any Parent Indemnified Party any indemnification amounts pursuant to the indemnity set forth in Section 8.02, the Parties acknowledge and agree that the principal amount of the Notes then outstanding shall be reduced by such amount to the extent possible, to be apportioned pro rata between all of the Notes then outstanding, and Parent shall cause the applicable amounts to thereafter be paid to the applicable Parent Indemnified Party(ies). (b) The If the Closing occurs, the maximum amount an all Company Indemnified Party Parties may collectively recover from Seller Parent pursuant to the indemnity set forth in respect Section 8.02 shall be limited to principal amount which remains due and payable pursuant to the Notes as of Losses arising out the date of any Excluded Liabilities the commencement of the applicable indemnification claim, which shall not be limitedpaid in cash by Parent to the applicable Company Indemnified Party(ies). (c) Without limiting Notwithstanding anything in this Agreement to the effect contrary, no indemnification claims for Losses shall be asserted by the Parent Indemnified Parties under Section 8.02 or by the Company Indemnified Parties under Section 8.03 unless, in either case, (x) any individual Loss or group or series of any related Losses under Section 8.02 or Section 8.03, as applicable, exceeds $10,000, whereupon the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, shall be entitled to receive only amounts for Losses in excess of such amount, subject to the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (Aas set forth in Sections 7.6(c) any Excluded Liabilities, and (B7.6(d) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to payhereof, the aggregate maximum amount the Indemnified Parties may recover from Seller the Escrow Participants in the aggregate pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000the amounts held in the Escrow Fund. (b) The Except as set forth in Sections 7.6(c) and 7.6(d) hereof, the maximum amount the Indemnified Parties may recover from an Escrow Participant individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to each Escrow Participant’s Pro Rata Portion of the Escrow Fund. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of the Escrow Participants in respect of Losses arising out of breaches of the representations and warranties contained in Section 2.1, Section 2.2 and Section 2.4 hereof; provided, however, that the maximum amount an Indemnified Party may recover from Seller each Escrow Participant individually pursuant to the indemnity set forth in Section 7.2 in respect of any such breach shall be limited to such Escrow Participant’s Pro Rata Portion of the Loss attributable to such breach, not to exceed such Escrow Participant’s Pro Rata Portion of the Merger Consideration actually received. Subject to the foregoing, the right of Parent to be indemnified from the Escrow Fund pursuant to this Article VII shall be the sole and exclusive remedy with respect to any matter for which an Indemnified Party may seek indemnification pursuant to Section 7.2. Except as set forth in this Article VII, no current or former stockholder, director, officer, employee, affiliate or advisor of the Company shall have any liability of any nature to Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation with respect to any breach of any representation or warranty contained in, or any other breach of, this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any party in respect of Losses arising out of any Excluded Liabilities fraud (it is agreed and understood that the Survival Date and the Threshold Amount shall not apply in respect of any such Losses and that each Escrow Participant shall not be limitedliable for more than such Escrow Participant’s Pro Rata Portion of the Losses resulting from such fraud). (ce) Without limiting the effect of any other limitation contained in this Article VII, for purposes of computing the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all any Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party entitled to indemnification under this Article VII, there shall be deducted: (i) an amount equal to the amount of any right tax benefit received by such Indemnified Party or any of its Affiliates in connection with such Losses or any of the circumstances giving rise thereto; and (ii) an amount equal to specific performance the amount of any insurance proceeds, indemnification payments, contribution payments or injunctive reliefreimbursements received or receivable by such Indemnified Party or any of its Affiliates in connection with such Losses or any of the circumstances giving rise thereto (it being understood that the Person entitled to receive, or whose Affiliates are entitled to receive, any right such proceeds, payments or remedy they may otherwise have against any Person that has committed fraud with respect reimbursements shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements prior to seeking indemnification under this AgreementArticle VII). (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an A Purchaser Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (centitled to any recovery resulting from Section 5.2(a)(i) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of the such Purchaser Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, such matters exceeds $100,000 400,000 in the aggregateaggregate (the “Deductible”); and in such event, at which point Seller shall indemnify the full amount of such claims and all claims thereafterPurchaser Indemnified Parties shall, subject to the limitations set forth in the remaining subsections of this Section 5.3, only be entitled to be indemnified against and compensated and reimbursed to the extent of all Losses in excess of the Deductible; provided, that the Deductible shall not apply to any other applicable limitations indemnification claims relating to (i) any breach (or an allegation that would amount to a breach in the case of a third party claim) of any representation or warranty that involves Fraud (including pursuant to Section 5.2(a)(iii)) or (ii) any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Special Representations and the Fundamental Representations. (b) The maximum amount that the Purchaser Indemnified Parties may recover from the Seller under this ARTICLE 9Section 5.2(a)(i), absent Fraud, shall be limited to $7,000,000; provided, that (i) for any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Special Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Seller shall be limited to $17,500,000 (the “Special Representation Cap”), and (ii) in the case of any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Seller Fundamental Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Seller shall be limited to the Purchase Price (including any amounts in the Indemnification Escrow Fund) (the “Indemnifying Seller Proceeds”). Absent Fraud or Willful Breach by the Seller or any of its respective authorized representatives (including pursuant to Section 5.2(a)(iii)), the maximum amount that the Purchaser Indemnified Parties may recover from the Seller under Section 5.2(a) shall be limited to the Indemnifying Seller Proceeds. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against the Seller, or remedies available to a Purchaser Indemnified Party, for Fraud or Willful Breach by the Seller or any of its respective authorized representatives (including pursuant to Section 5.2(a)(iii)). (c) Except for Fraud or Willful Breach committed by the Purchasers or any of their authorized representatives, the maximum amount that the Seller may recover under Section 5.2(b) shall be limited to the aggregate Indemnifying Seller Proceeds. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against the Purchasers, or remedies available to the Seller Indemnified Parties, for Fraud or Willful Breach by the Purchasers or any of their authorized representatives (including pursuant to Section 5.2(b)(iii)). (d) The right For the avoidance of Parent doubt, (i) if and Buyer hereto solely to the extent the amount of a Loss is recovered by an Indemnified Party through the actual payment of a Payable Claim to such Indemnified Party, the same amount of such Loss may not be recovered again by such Indemnified Party by reason of such Loss being subject to indemnification under more than one provision of this Agreement and their related Indemnified Parties (ii) if and solely to assert indemnification claims and receive indemnification payments the extent that a Loss in connection with an Indemnifiable Matter was expressly taken into account in connection with calculations of the US Purchase Price pursuant to Section 1.10, the same amount of such Loss may not be recovered under this ARTICLE 9 Article V, but, in the case of the immediately preceding clauses (i) and (ii), the amount, if any, of Loss that exceeds the amount already recovered under clause (i) or already taken into account under clause (ii) shall be recoverable on and subject to the sole terms and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause conditions of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.Article V.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may ----------- ---- become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or ----------- otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 6.6(c) and 5.14 that are owed by Seller and which Buyer may become obligated to paySection 6.6(d) hereof, the aggregate maximum amount the Indemnified Parties may recover from Seller the Shareholders and Optionholders, whether via a set-off against and reduction of the Contingent Consideration or otherwise for Losses, shall be limited to $10,000,000 in the aggregate. (b) Except as set forth in Section 6.6(c) hereof, the maximum amount the Indemnified Parties may recover from a Shareholder or Optionholder individually pursuant to the indemnity set forth in Section 9.2 or otherwise 6.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000the each Shareholder or Optionholder’s Pro Rata Portion of the Merger Consideration. (bc) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any party in respect of Losses arising out of any Excluded Liabilities fraud, breaches of covenants or obligations or any willful breaches of representations and warranties on the part of such party (it is agreed and understood that the Survival Date and the Threshold Amount shall not be limited. (c) Without limiting the effect apply in respect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Losses). (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement (other than Section 6.6(b)) shall limit the liability of the Shareholders or Optionholders in respect of Losses arising out of breaches of the representations and warranties contained in Section 2.1, Section 2.2 or Section 2.4 hereof or Losses incurred pursuant to clauses (b), (c), (d), (e) and (f) of Section 6.2 hereof. (e) The right of Parent and Buyer hereto and their related maximum amount the Indemnified Parties to assert indemnification claims may recover from the Shareholders and receive indemnification payments Optionholders for Losses incurred in connection with any allegation in a Third Party Claim that, if true, would constitute a breach or inaccuracy of any representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this ARTICLE 9 Agreement shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect limited to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided$4,000,000; provided, however, that the foregoing clause of this sentence limitation shall not be deemed apply to any Loss incurred in a waiver by any Indemnified Third Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person Claim that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any constitutes an actual breach or inaccuracy of any representation, representation or warranty or covenant of the Company contained in this Agreement if or in any certificate or other instruments delivered by or on behalf of the Closing does not occurCompany pursuant to this Agreement.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 8.5(b), Section 8.5(c) and 5.14 that are owed by Seller and which Buyer may become obligated to paySection 8.5(d) hereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller a Shareholder individually pursuant to the indemnity set forth in Section 9.2 or otherwise 8.2 above for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to an amount equal to such Shareholder's Pro Rata Portion of $3,300,0002,000,000 of the Escrow Amount. An Indemnified Party's ability to recover for Excess Liabilities pursuant to Section 8.6 below shall not be limited in such manner. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Shareholder (and the Escrow Fund shall not be the exclusive remedy) in respect of Losses arising out of any Excluded Liabilities common law fraud on the part of such Shareholder. The parties further acknowledge that Parent shall not be limitedrecover any Losses resulting from any common law fraud by any Shareholder, either from the Escrow Fund or directly from such Shareholders, at Parent's sole election. (c) Without limiting Notwithstanding anything to the effect contrary set forth in this Agreement, the liability of any of the other limitations set forth herein, Seller Shareholder shall not be required limited to make and the Escrow Fund shall not be the exclusive remedy for any indemnification payment hereunder until common law fraud committed by the Company prior to the Closing. The parties further acknowledge that Parent shall recover any Losses resulting from any common law fraud committed by the Company prior to the Closing, either from the Escrow Fund or directly from such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregateShareholder, at which point Seller Parent's sole election (the Shareholder shall indemnify be jointly and severally liable for any common law fraud by the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Company). (d) The right Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to Company or the Shareholders for (i) any breach by Seller or inaccuracy of the representations and warranties set forth in Section 3.1(b) (Company Capital Structure), Section 3.4 (Authority), Section 3.10 (Tax Matters), Section 3.22 (Environmental Matters), Section 3.29 (Spreadsheet), and Article IV (Representations and Warranties of the Shareholders); or (ii) any representation, warranty indemnity obligations arising under clauses (b) - (d) of Section 8.2 above; or covenant hereunder or other matter with respect to which such indemnification is provided(iii) any payments due Parent under Section 8.6 below; provided, however, that with regard to any non-common law fraud and non-knowing and intentional breach or inaccuracy the foregoing clause representations and warranties set forth in Section 3.1(b) (Company Capital Structure), Section 3.4 (Authority), Section 3.10 (Tax Matters), Section 3.29 (Spreadsheet), and Article IV (Representations and Warranties of this sentence shall not be deemed a waiver by the Shareholders), any Indemnified Party indemnification obligations arising under clauses (b) - (d) of any right to specific performance or injunctive reliefSection 8.2 above, or any right or remedy they may otherwise have against liability for Excess Liabilities under Section 8.6 below, Parent shall recover any Person that has committed fraud with respect to this Agreementsuch Losses first from the Escrow Fund and then directly from the Shareholders (the Shareholders shall be jointly and severally liable for all such liabilities). (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Closing does not occur.

Maximum Payments; Remedy. (a) Except with respect Notwithstanding anything to (A) the contrary in this ARTICLE VIII, an Indemnified Party shall not be entitled to indemnification hereunder for any Excluded Liabilitiesbreach or inaccuracy of a representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement until such time as Losses arising out of or attributable to any such breaches exceed $100,000 in the aggregate, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed which case all Losses theretofore incurred by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant Parent shall be subject to the indemnity indemnification set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of this ARTICLE VIII from the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000first dollar. (b) The Except as set forth in SECTION 8.5(c) hereof, the maximum amount an Indemnified Party may recover from Seller a Shareholder individually pursuant to the indemnity set forth, and only set forth, in respect SECTION 8.2 hereof for Losses shall be limited to a dollar amount equal to the Earnout Amounts payable but not yet paid to such Shareholder pursuant to ARTICLE IX of Losses arising out this Agreement. From and after the date hereof, the provisions of any Excluded Liabilities this ARTICLE VIII shall not be limited. (c) Without limiting represent the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more sole remedy of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause alleged breach of this sentence shall not be deemed a waiver Agreement by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreementthe Company. (ec) Nothing herein shall limit the liability of Seller, Buyer the Company or Parent for any intentional breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement (or any Shareholder that is a party to a Related Agreement for any intentional breach or inaccuracy of any representation, warranty or covenant by such Shareholder contained in such Related Agreement), or for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement relating to facts the Company or Parent, respectively, should have known after diligent inquiry (or any Shareholder that is a party to a Related Agreement for any breach or inaccuracy of any representation, warranty or covenant contained in such Related Agreement relating to facts the Shareholder should have known after diligent inquiry), if the Closing Merger does not occurclose.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay9.3(b) hereof, (i) the aggregate maximum amount the an Indemnified Parties Party may recover from Seller a Stockholder (other than a Principal Stockholder) individually pursuant to the indemnity set forth in Section 9.2 or otherwise hereof for Losses, or otherwise in respect of any breaches of any Losses shall be limited to such Stockholder’s Pro Rata Portion of the representations, warranties or covenants of Seller hereunder or Escrow Fund and (ii) the maximum aggregate amount the Indemnified Parties may recover pursuant to the indemnity set forth in the Certificate of Seller, Section 9.2 hereof for Losses shall be limited to $3,300,0006,800,000. Except as set forth in Section 9.3(b) and Section 9.3(c) hereof, with respect to any claim for Losses incurred by an Indemnified Party for any breach of any representation or warranty, covenant or agreement in this Agreement by the Company or any Stockholder (other than any Principal Stockholder), such Indemnified Party shall seek indemnification solely from the Escrow Fund and the indemnification provisions set forth in this Article IX shall be the sole and exclusive remedy of any Indemnified Party for any breach of any representation or warranty, covenant or agreement in this Agreement by the Company or any Stockholder (other than any Principal Stockholder). Except as set forth in Section 9.3(b) and Section 9.3(c) hereof, with respect to any claim for Losses incurred by an Indemnified Party for any breach of any representation or warranty, covenant or agreement in this Agreement by any Principal Stockholder, such Indemnified Party shall seek indemnification for any such breach from the Principal Stockholders only after the Escrow Fund has been exhausted. Nothing in this Agreement shall limit the right of Parent or any other Indemnified Party to pursue remedies under any Related Agreement against the parties thereto with respect to matters not the subject of Section 9.2. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Person in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until fraud committed by such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, Person or any right or remedy they may otherwise have against any willful breach committed by such Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreements or any certificates or other instruments delivered pursuant to this Agreement on the part of such Person; provided, however, that the indemnification liability of any Person, including the Principal Stockholders, for Losses based on fraud committed by such Person or willful breach of a representation, warranty or covenant committed by such Person shall be several and not joint. (c) Nothing in this Article IX shall limit the liability of the Company or the Principal Stockholders for any breach of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (d) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article IX notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (e) Notwithstanding any provision of this Agreement to the contrary, an Indemnified Party may not recover any Losses under Section 9.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 9.2(a)(i) hereof in excess of $100,000 in the aggregate (the “Deductible Amount”) has or have been delivered to

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay8.3(b) hereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller a Principal Shareholder or from a Principal Shareholder Affiliate, individually pursuant to the indemnity set forth in Section 9.2 or otherwise 8.2(a)(i) hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000such Principal Shareholder’s or such Principal Shareholder Affiliate’s Pro Rata Portion of the Merger Consideration. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in respect this Agreement, in the event of Losses arising out of any Excluded Liabilities the Specified Representations, each Principal Shareholder and Principal Shareholder Affiliate shall be liable for (and the Escrow Fund shall not be limitedthe exclusive remedy for) all such Losses, but only up to such Principal Shareholder’s and Principal Shareholder Affiliate’s Pro Rata Portion of the Merger Consideration (with such Principal Shareholder’s and Principal Shareholder Affiliate’s Pro Rata Portion of the Escrow Shares as the first source of payment). Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses relating to the items set forth in Sections 8.2(a)(ii)-(xi), nothing shall limit the liability of any Person (including any Principal Shareholder or Principal Shareholder Affiliate) for any such Loss. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 Nothing in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein Article VIII shall limit the liability of Sellerthe Company or any Principal Shareholder, Buyer Security Holder or Parent Affiliate thereof who is a party to this Agreement for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (d) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (e) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Security Holders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Security Holders, or any of them, are entitled pursuant to Article I of this Agreement. (f) Upon a reasonable request by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any claim directly by an Indemnified Party not involving a Third Party Claim or any claim involving a Third Party Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity as set forth in Section 9.2 or otherwise for Lossesthis SECTION 8.5, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller a Principal Stockholder individually pursuant to the indemnity set forth in SECTION 8.2(a) hereof for Losses shall be shall be limited to an amount equal to such Principal Stockholder's Pro Rata Portion of the Escrow Fund. (b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Principal Stockholder in respect of Losses arising out of (i) any Excluded Liabilities breaches of representations and warranties or covenants of such Principal Stockholder, (ii) any Losses resulting from any breach of representation or warranty contained in SECTION 2.2 (Company Capital Structure), (iii) any fraud or intentional misrepresentation in which a Principal Stockholder participated or of which a Principal Stockholder had actual knowledge, (iv) any Management Payments (as defined in SECTION 8.5(d)), provided that the aggregate liability of each Principal Stockholder for Management Payments shall not be limitedexceed the Merger Consideration received by each such Principal Stockholder, or (v) any Excess Third Party Expenses. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer the Company or Parent any Principal Stockholder for any breach or inaccuracy of any representation, warranty or covenant applicable to it contained in this Agreement or any Related Agreement if the Closing Merger does not occurclose. (d) Notwithstanding anything to the contrary herein, in the event that (i) any amounts shall be distributed to the Indemnified Parties in satisfaction of claims for indemnification under SECTION 8.2(a)(v) (such amounts, the "MANAGEMENT PAYMENTS"), and (ii) the Escrow Fund shall be distributed in full to the Indemnified Parties (whether as a result of the Management Payments or otherwise), and as a result a shortfall exists in the Escrow Fund and otherwise valid claims against the Escrow Fund shall be unable to be satisfied (an "UNSATISFIED CLAIM"), then the Indemnified Parties shall be entitled to collect cash, directly from the Principal Stockholders, pro rata based on the amounts previously held in the Escrow Fund on behalf of each, with respect to such Unsatisfied Claim or Unsatisfied Claims, up to an aggregate amount equal to the lesser of (x) the aggregate of the Management Payments satisfied from the Escrow Fund, and (y) $500,000.

Maximum Payments; Remedy. (a) Except Notwithstanding anything to the contrary contained herein, excluding claims with respect to (Athe Surviving Representations, Taxes or fraud, the Parent Indemnified Parties shall not be entitled to recover Losses indemnifiable under Section 7.2(a)(i) any Excluded Liabilitiesunless and until the aggregate amount of all Losses indemnifiable under Section 7.2(a)(i) exceeds $225,000, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, such event the aggregate maximum amount the Parent Indemnified Parties may shall be entitled to only recover from Seller pursuant such Losses under Section 7.2(a)(i) in excess of such amount. (b) Nothing in this Article VII shall limit the liability of any party hereto under Sections 7.2(a)(ii), (iii), (iv), (v), (vi) and (vii). (c) The aggregate liability of the Stockholders to the indemnity set forth in Parent Indemnified Parties under Section 9.2 7.2(a)(i) shall not exceed the amounts realized from the Escrow Cash and Escrow Shares under the terms of the Escrow Agreement, except that such limitation shall not apply to Losses arising from fraud by any Stockholders, Taxes or otherwise for Losses, or otherwise in respect of any breaches of any of the representationsSurviving Representations. In no case, warranties or covenants of Seller hereunder or in the Certificate of Sellerhowever, shall be limited to $3,300,000. (b) The maximum the aggregate liability of the Stockholders exceed the amount an Indemnified Party may recover from Seller in respect of Losses arising out the Aggregate Consideration, or the individual liability of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any Stockholder exceed his or her pro rata portion of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9Aggregate Consideration. (d) The right Notwithstanding anything to the contrary herein, the obligation of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be indemnity for the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller amount of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver Losses sustained by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud shall be reduced by (i) insurance proceeds payable with respect to this Agreementsuch Losses, (ii) the amounts recovered from third parties with respect to such Losses (net costs of collection); (iii) any net Tax benefits immediately realized by such Indemnified Party in cash arising from the incurrence of payment of such Losses. In no event shall any Indemnified Party be entitled to duplicative or multiple recovery of the economic value of any Losses for any reason. (e) Nothing herein Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties after the Closing shall limit not be limited by the liability of Seller, Buyer or Parent for fact that any breach or inaccuracy Indemnified Party had knowledge of any representationbreach, warranty event or covenant contained in this Agreement if circumstance prior to the Closing does not occuror waived any condition to the Closing related thereto.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity as set forth in Section Sections 8.3(b) and 9.2 or otherwise for Losseshereof, or otherwise following the Closing: (i) recovery from the Escrow Fund (and in respect of any breaches of any the case of the representationsFounders, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000. (b) The maximum amount an Indemnified Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any forfeiture of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (dHoldback Shares) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable for any Losses arising out of any and all claims relating to the subject matter of this Agreement; (ii) the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 8.2(a) hereof for Losses shall be limited to such Shareholder’s Pro Rata Portion of the amounts held in the Escrow Fund (and, in the case of the Founders, the forfeiture of the Holdback Shares); (iii) no indemnification payment by Parent and Buyer the Shareholders with respect to any breach by Seller indemnifiable Losses otherwise payable under Section 8.2(a) and arising out of or resulting from the causes enumerated in Section 8.2(a) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $100,000, after which time the Shareholders shall be liable in full for all indemnifiable Losses (excluding the first $100,000). (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of any representation, warranty fraud by or covenant hereunder on behalf of the Company or other matter any Shareholder in connection with respect this Agreement or the certificates delivered pursuant to which such indemnification is provided; provided, however, that the foregoing clause Sections 7.2(j) or 7.2(k) of this sentence Agreement, each Shareholder shall not be deemed a waiver by liable for all such Losses up to the full amount of the Aggregate Consideration Amount payable to such Shareholder, provided that nothing in this Agreement shall limit the liability of any Person (including any Shareholder) for any such Losses if such Person perpetrated such fraud or had actual knowledge of such fraud being committed, and nothing in this Agreement shall prevent or limit any right of other Shareholders for contribution from any other Shareholder who perpetrated such fraud. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any right condition to specific performance or injunctive reliefthe Closing related thereto. (d) Notwithstanding anything to the contrary herein, or any right or remedy they may otherwise have nothing shall prohibit Parent from seeking and obtaining recourse against any Person Shareholder in the event that has committed fraud with respect Parent pays more consideration to any Shareholder than such Shareholder is entitled pursuant to Article II of this Agreement. (e) Nothing herein Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy rights of any representation, warranty party hereto to apply for equitable remedies to enforce the other party or covenant contained in this Agreement if the Closing does not occurparties’ obligations hereunder.

Maximum Payments; Remedy. (a) Except in the case of fraud or intentional misrepresentation with respect to (A) any Excluded Liabilitiesrepresentation, warranty or covenant contained in this Agreement or the Closing Certificates, and (B) Taxes referred to in Section 3.4 except for claims for breaches or inaccuracies of the Special Representations and 5.14 that are owed by Seller and which Buyer may become obligated to payWarranties, claims against the aggregate maximum amount Escrow Fund shall be the Indemnified Parties may recover from Seller pursuant sole remedy for indemnity claims under Section 7.2(a)(i) hereof, provided, that, notwithstanding the foregoing, with respect to claims of breaches or inaccuracies of the IP Representations and Warranties, Parent may, in addition to making claims against the Escrow Fund, pursue additional claims directly against the Indemnifying Parties (on a several basis in accordance with their respective Pro Rata Portions and not jointly), provided that the liability of the Indemnifying Parties in respect of such additional claims not made against the Escrow Fund with respect to the indemnity IP Representations and Warranties shall be limited in the aggregate to an amount equal to all amounts that are released at any time to any of the Indemnifying Parties from the Escrow Fund. For the avoidance of doubt, the limitations set forth in this Section 9.2 or otherwise 7.3(a) shall not apply to claims for Losses, or otherwise in respect indemnity pursuant to clauses (ii) through (ix) of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000Section 7.2(a) hereof. (b) The maximum amount an Indemnified liability of each Indemnifying Party may recover from Seller in respect of Losses arising out of any Excluded Liabilities shall not be limited. pursuant to (ci) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject Section 7.2(a)(i) with respect to which any Indemnified Party is entitled to indemnification hereunderthe Special Representations and Warranties and (ii) Section 7.2(a)(ii) through (ix) shall be limited, exceeds $100,000 in the aggregate, at which point Seller shall indemnify to a dollar amount equal to the full amount aggregate portion of the Total Consideration (including such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (dIndemnifying Party’s Pro Rata Portion of the Escrow Amount) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments received by such Indemnifying Party pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedAgreement; provided, however, that nothing in this Agreement shall limit the liability of an Indemnifying Party in connection with a claim based on fraud or intentional misrepresentation committed by such Indemnifying Party. (c) Notwithstanding anything to the contrary in this Agreement, all claims by an Indemnified Party for Losses pursuant to this Agreement (other than any such claim relating to any of the representations and warranties set forth in Section 2.2 (Company Capital Structure) or Section 2.4 (Authority) or claims pursuant to Section 7.2(a)(ii) or Section 7.2(a)(iii)) shall be satisfied: (i) first, from the Escrow Fund to the extent it is still available; and (ii) second, against the Indemnifying Parties directly, but only to the extent that such Losses cannot be recovered from the Escrow Fund. (d) Subject to the limitations set forth in Sections 7.3(a), 7.3(b) and Section 7.3(c), in the case of any claim not made against the Escrow Fund, Parent shall be entitled to bring such claim against any or all of the Indemnifying Parties, and each Indemnifying Party shall be liable for its respective Pro Rata Portion of the total liability owed to the Indemnified Parties in respect of such a claim (except that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified limit the liability of an Indemnifying Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that who has committed fraud or intentional misrepresentation with respect to this Agreementsuch fraud or intentional misrepresentation) . (e) Nothing herein in this Article VII shall limit the liability of Seller, Buyer the Company or Parent the Indemnifying Parties for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (f) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (g) Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall have the right to seek or obtain indemnification under this Article VII for any punitive damages, other than with respect to punitive damages owed to a third party in an indemnifiable Third Party Claim. (h) Any indemnifiable claim with respect to any breach or nonperformance by the Company of a representation, warranty, covenant or agreement shall be net of any insurance proceeds received by the Indemnified Party making such claim (net of any costs of collection, deductible, premium adjustment, reimbursement obligation or other cost resulting from the insurance claim in respect of Losses), provided that no Indemnified Party shall be required to maintain or make claims with respect to any insurance policy. (i) Notwithstanding anything to the contrary contained in this Agreement, no Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Loss or alleged Loss by such Indemnified Party, and the Loss shall not be included in meeting the Deductible Amount in Section 7.4(b)(i), to the extent the dollar amount of such Loss reduces the Total Consideration because it was included in the Balance Sheet Adjustment Amount, the Third Party Expense Adjustment Amount or the Indebtedness Adjustment Amount.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay7.3(b) hereof, the aggregate maximum amount the an Indemnified Parties Party may recover from Seller a Stockholder individually pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000such Stockholder’s Pro Rata Portion of the Escrow Fund. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in respect this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any Excluded Liabilities shall not be limited. (c) Without limiting the effect of any of the other limitations set forth hereinfraud, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered gross negligence or incurred willful misconduct by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any Person (other applicable limitations under this ARTICLE 9. (d) The right of than Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representationits affiliates), warranty gross negligence or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed willful misconduct resulting in a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for (and the Escrow Fund shall not be the exclusive remedy for) all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. Notwithstanding anything contained herein to the Closing does not occurcontrary, no Stockholder shall be liable for any of the items set forth on Section 7.3(b) of the Disclosure Schedule as such items relate to tax years beginning with the tax year commencing on February 1, 2004 and thereafter. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to as set forth in Section 3.4 8.3(b) and 5.14 that are owed by Seller and which Buyer may become obligated to paySection 8.3(c) hereof, the aggregate maximum amount the a Parent Indemnified Parties Party may recover from Seller a Stockholder pursuant to the indemnity set forth in Section 9.2 or otherwise 8.2 hereof for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, Losses shall be limited to $3,300,000such Stockholder’s Pro Rata Portion of the Escrow Fund; provided, however, that except as set forth in Section 8.3(b) and Section 8.3(c) hereof, the liability of each of the Stockholders for breaches of the representations and warranties contained in Section 2.2 (Company Capital Structure) and Section 2.12 (Tax Matters) hereof shall be limited to a dollar amount equal to the aggregate proceeds (including such Stockholder’s Pro Rata Portion of the Escrow Amount) received by such Stockholder. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Person (other than Parent and its affiliates) (and the Escrow Fund shall not be the exclusive remedy) in respect of Losses arising out of any Excluded Liabilities shall not be limitedfraud committed by such Person. (c) Without limiting Notwithstanding anything to the effect contrary set forth in this Agreement, nothing herein shall limit the liability of each of the Stockholders, including the Principal Stockholders, in respect of Losses arising out of any fraud on the part of the other limitations set forth herein, Seller shall not be required to make Company or any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered its Subsidiaries or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is providedStockholder; provided, however, that the foregoing clause of this sentence indemnification liability for such Losses shall be several and not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreementjoint. (ed) Nothing herein in this Article VIII shall limit the liability of Seller, Buyer the Company or Parent the Principal Stockholders for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Closing Merger does not occurclose. (e) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Parent Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that such Parent Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (f) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against any Stockholder in the event that Parent issues more than the portion of the Purchase Price to which such Stockholder is entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 7.7(b) and Section 7.7(c) hereof, (i) the Escrow Fund shall be the sole and exclusive remedy of the Parent Indemnified Parties with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller all indemnification claims pursuant to the indemnity set forth in Section 9.2 or otherwise 7.2(i), Section 7.2(iii) and Section 7.2(iv) hereof for Losses, or otherwise and (ii) the maximum amount a Parent Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in respect of any breaches of any of the representationsSection 7.2(i), warranties or covenants of Seller hereunder or in the Certificate of Seller, Section 7.2(iii) and Section 7.2(iv) hereof for Losses shall be limited to $3,300,000the amounts held in the Escrow Fund with respect to such Stockholder. (b) The maximum amount an Indemnified Party may recover from Seller Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of the Stockholders in respect of Losses arising out of any Excluded Liabilities shall not be limitedbreaches of the representations and warranties contained in Section 2.2 (Company Capital Structure) and Section 2.11 (Tax Matters) hereof. (c) Without limiting the effect of any of the other limitations set forth herein, Seller shall not be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurred by any one or more of the Indemnified Parties and to which any Indemnified Party is entitled to indemnification hereunder, or to which any one or more of the Indemnified Parties has or have otherwise become subject with respect to which any Indemnified Party is entitled to indemnification hereunder, exceeds $100,000 in the aggregate, at which point Seller shall indemnify the full amount of such claims and all claims thereafter, subject to any other applicable limitations under this ARTICLE 9. (d) The right of Parent and Buyer hereto and their related Indemnified Parties to assert indemnification claims and receive indemnification payments pursuant to this ARTICLE 9 shall be the sole and exclusive right and remedy exercisable by Parent and Buyer with respect to any breach by Seller of any representation, warranty or covenant hereunder or other matter with respect to which such indemnification is provided; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Indemnified Party of any right to specific performance or injunctive relief, or any right or remedy they may otherwise have against any Person that has committed fraud with respect to this Agreement. (e) Nothing herein shall limit the liability of Seller, Buyer or Parent either party for any material breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement if the Closing Merger does not occurclose. (d) Except as set forth in Section 7.7(c) hereof, (i) this Section 7.7(d) shall be the sole and exclusive remedy of the Stockholder Indemnified Parties with respect to all indemnification claims pursuant to the indemnity set forth in Section 7.3(i) hereof for Losses, and (ii) the maximum amount, in the aggregate, the Stockholder Indemnified Parties may recover from Parent and Sub pursuant to the indemnity set forth in Section 7.3(i) hereof for Losses shall be limited to the Equity Consideration Value. (e) Notwithstanding anything to the contrary set forth in this Agreement, (i) nothing in this Agreement shall limit the liability of the Stockholders or Parent in respect of Losses arising out of breaches of any covenants contained in this Agreement, (ii) a Parent Indemnified Party shall be entitled to recover for, and neither the Basket nor the Deductible shall apply as a threshold to, any and all claims or payments for Losses incurred as a result of any failure by the Company or the Stockholders to perform or comply with any covenant, including Section 5.16 hereof, applicable to it contained in this Agreement, and (iii) a Stockholder Indemnified Party shall be entitled to recover for, and neither the Basket nor the Deductible shall apply as a threshold to, any and all claims or payments for Losses incurred as a result of any failure by Parent to perform or comply with any covenant, including Section 5.16 hereof, applicable to it contained in this Agreement.