Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. 10.01.1 Each of the Purchaser and the Parent, and their respective Affiliates, Associates, officers, directors, shareholders, representatives and agents (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Purchaser Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article X by law, as soon as practicable but each Shareholder in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and damages incurred by any federal, state, local or foreign taxes imposed on the Purchaser Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made in this Agreement to the contrary and except as provided in Section 5by such Shareholder, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that each Shareholder shall have no obligation to indemnify the Purchaser Indemnitees with respect to damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation or warranty made in this Agreement by any other Shareholder and further a Shareholder shall have no such Expenses obligation to indemnify a Purchaser Indemnitee hereunder unless, and to the extent, the aggregate of all damages incurred by the Purchaser Indemnities for all items covered by this Section 10.01(1) shall exceed $1,000 in the aggregate. 10.01.2 Each of the Purchaser Indemnitees shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only and held harmless to the extent permitted set forth in this Article X by lawthe Corporation in respect of any and all damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by the Corporation. (b) Notwithstanding the foregoing10.01.3 Each Shareholder and their respective Affiliates and Associates and each officer, (i) the obligations director, shareholder, employer, representative and agent of any of the Company under Section 2(aforegoing (collectively, the "Shareholder Indemnitees") shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to each be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and held harmless to the extent that set forth in this Article X by the Reviewing Party determines that Purchaser and Parent in respect of any and all damages incurred by any Shareholder Indemnitee would not be permitted to be so indemnified under applicable lawas a result of any inaccuracy or misrepresentation in or breach of any representation, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedwarranty, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination covenant or agreement made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Parent or the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change Purchaser in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. Subject to the conditions of this Article VII: (a) In the event Indemnitee wasPurchaser hereby agrees to indemnify, is defend and hold harmless Seller from and against all demands, claims, actions or becomes a party to or witness or other participant incauses of action, or is threatened to be made a party to or witness or other participant inassessments, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventlosses, the Company shall indemnify Indemnitee to the fullest extent permitted by lawdamages, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Companyliabilities, against any costs and all Expensesexpenses, judgmentsincluding, fineswithout limitation, interest, penalties and amounts paid in settlement reasonable attorney's fees, costs and disbursements and expenses (including all interestcollectively, assessments "Damages"), asserted against, resulting to, imposed upon or incurred by Seller and other charges paid its officers, directors and shareholders directly or payable in connection with indirectly, arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement of the Trust pursuant to Section 4 hereof. Notwithstanding anything Purchaser contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against (including but not limited to enforcement of this Article VII), the Company other Transaction Documents or the transactions contemplated hereby or thereby or any director facts or officer circumstances constituting such a breach; (ii) any indebtedness, obligation or liability assumed by Purchaser pursuant to Section 1.4(b) hereof; and (iii) the operation, use or ownership of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeRestaurants, Purchased Assets, Real Properties, the Company shall advanceEasements and Assumed Contracts, within ten (10) business days during, or which have otherwise accrued from or otherwise relate to, the period of such request, any and all Expenses to Indemnitee (an "Expense Advance")time after the Closing Date; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.and (b) Notwithstanding the foregoingSeller hereby agrees to indemnify, defend and hold harmless Purchaser and its officers, directors and shareholders from and against all Damages asserted against or incurred by Purchaser or such officers, directors and shareholders, directly or indirectly, arising out of or resulting from (i) a breach of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in other Transaction Documents or any facts or circumstances constituting such a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and breach; (ii) the obligation any indebtedness, obligations or liabilities of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatSeller including, if, when and to the extent that the Reviewing Party determines that Indemnitee would but not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlimited to, any determination made liability or obligation set forth in Section 1.4(a), and the tax liabilities set forth in Section 2.17 other than those expressly assumed by the Reviewing Party that Indemnitee would not be permitted to be indemnified Purchaser hereunder; (iii) a breach of or otherwise arising under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto Environmental Law (as to which all rights of appeal therefrom have been exhausted whether now or have lapsedhereafter in effect). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted the same arises out of any condition or state of facts or otherwise relates to the period of time commencing on the date of possession by law. If there has not been a Change the Seller of the Real Property in Controlquestion and ending on the Closing Date; (iv) the operation, use or ownership of the Restaurants, Purchased Assets, Real Properties, Real Properties, the Reviewing Party shall Easements and Assumed Contracts during, or which have otherwise accrued from or otherwise relate to the period of time prior to the Closing Date; (v) Seller's failure to pay and discharge all claims of creditors which may be selected asserted against Purchaser by the Board reason of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved Purchaser's waiver of compliance by a majority Seller of the Company's Board of Directors who were directors immediately prior Bulk Sales Laws; and (vi) any claims made with respect to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePlan.

Agreement to Indemnify. (a) In Coil Tubing Technology Holding, Inc., and Each Shareholder, jointly and severally, with respect to each Shareholder, respectively, agrees to indemnify, defend and hold Grifco and its affiliates (the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of“Indemnified Parties) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, harmless from and against any and all Expensesclaims sustained after Closing by Grifco or any of its affiliates based upon, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid arising out of or payable in connection with or otherwise in respect of such Expenses(i) the inaccuracy of any representation or warranty, judgmentsor the breach of any covenant or agreement, fines, penalties or amounts paid in settlement) of such Proceeding and Coil Tubing Technology Holding, Inc., Shareholder contained in this Agreement or in any federalcertificate, stateagreement, local document or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under instrument delivered pursuant to this Agreement, including or (ii) the creation operation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement business or the ownership, management or use of the assets prior to the contrary Closing unless and except as provided in Section 5, Indemnitee to the extent that such claim shall not be entitled to indemnification pursuant to this Agreement in connection with have arisen solely from any Proceeding initiated by Indemnitee against the Company action of Grifco or any director or officer of the Company unless the Company has joined in or consented its affiliates prior to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing; provided, however, that such Expenses Coil Tubing Technology Holding, Inc., Shareholders shall have no liability pursuant to this Section for the first $10,000 of aggregate claims incurred by Grifco or its affiliates (the "Grifco Basket") and Coil Tubing Technology Holding, Inc., Shareholders shall be advanced responsible only for such amounts of such claims as exceed the Grifco Basket. The Indemnified Parties may retain counsel satisfactory to them, and the Coil Tubing Technology Holding, Inc., Shareholders shall pay all fees and expenses of such counsel for the Indemnified Parties, promptly as statements therefore are received, and (b) the Coil Tubing Technology Holding, Inc., Shareholders will use its best efforts to assist in the vigorous defense of any such matter; provided, that the Coil Tubing Technology Holding, Inc., Shareholders shall not be liable for any settlement effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 10.7, upon delivery learning of any such claim, action, suit, proceeding or investigation, shall notify the Coil Tubing Technology Holding, Inc., Shareholders and shall deliver to the Company of Coil Tubing Technology Holding, Inc., Shareholders an undertaking by or on behalf of the Indemnitee to repay such amount any amounts advanced when and if a court of competent jurisdiction shall ultimately determine, after exhausting of all avenues of appeal, that it is ultimately determined that Indemnitee is was not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted indemnity under this Agreement or by law. The Indemnified Parties as a unit may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, a conflict of any significant issue between the positions of any two or more Indemnified Parties. This Section 10.7 shall survive the Closing and is intended to benefit each of the Indemnified Parties, each of whom shall be entitled to enforce this Section 10.7 against the Coil Tubing Technology Holding, Inc., Shareholders for a period of six years. (b) Notwithstanding the foregoing, (i) the The indemnification obligations of the Company under this Section 2(a) shall be subject limited to the condition that the Reviewing Party indemnification for actual damages suffered and shall not have determined (in a written opinioninclude incidental, in any case in which the specialconsequential, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidspecial or indirect damages; provided, however, that if Indemnitee has commenced legal proceedings in any such incidental, consequential, special or indirect damages recovered by a court of competent jurisdiction third party against a party entitled to secure a determination that Indemnitee should be indemnified indemnity under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances this Agreement shall be unsecured and no interest shall be charged thereon, included in the damages recoverable pursuant to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnities herein.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party Subject to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason any express provisions of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary contrary, from and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against after the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingClosing, (i) the Seller and MI shall indemnify, defend and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (v) any termination of employment of employees at the Property prior to or upon the Closing resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Company Closing Date, (x) events, acts, or omissions of the Seller that occurred in connection with its ownership or operation of the Property prior to the Closing Date or obligations accruing prior to the Closing Date under any Contract of Seller (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Seller and MI under Section 2(a) shall 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the condition that one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Reviewing Party shall not have determined (in a written opinionProperty or any portion thereof, in at any case in which time or times prior to the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawClosing Date, and (ii) the obligation Purchaser and, if Purchaser is not CHCLP, CHCLP shall indemnify, defend and hold harmless the Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, acts, or omissions of the Company Purchaser that occur in connection with its ownership or operation of the Property from and after the Closing Date or obligations accruing from and after the Closing Date under any Contract (except to make an Expense Advance pursuant to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHCLP, CHCLP under Section 2(a) shall be 7 (and subject to the condition thatone year limitation period set forth therein), ifor (z) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof, when at any time or times from and after the Closing Date. The provisions of this Section 11.1 shall not apply to the extent that the Reviewing Party determines that Indemnitee would not be permitted any liabilities or obligations with respect to be so indemnified under applicable lawhazardous substances, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse liabilities of the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made parties with respect thereto being governed by the representation and warranty of Seller set forth in Section 6.13. (b) Whenever it is provided in this Agreement that an obligation will continue after Closing as to which all rights an obligation of appeal therefrom have been exhausted Purchaser or have lapsed). Indemnitee's obligation to reimburse be assumed by Purchaser after the Company for Expense Advances Closing, the Purchaser and, if Purchaser is not CHCLP, CHCLP shall be unsecured deemed to have also agreed to indemnify and no interest hold harmless the Seller and MI and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so continued or assumed after the Closing (but not with respect to any act or omission which occurred prior to Closing). (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing hereunder and the termination of this Agreement. All representations and warranties made in this Agreement shall survive the Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be charged thereoncommenced, to if at all, on or before the extent permitted by law. If there has date which is twelve (12) months after the date of the Closing and served promptly (but in no event later than sixty (60) days after commencement) and, if not been a Change in Controlcommenced on or before such date and so served, the Reviewing Party thereafter shall be selected by the Board void and of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party force or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeeffect.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) In The Company shall indemnify the event Indemnitee wasas provided in this Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Articles of Incorporation or becomes Bylaws as now or hereafter in effect, or by statute. The rights of the Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in other Sections of this Agreement. (b) If Indemnitee was or is a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (c) If Indemnitee was or arising is a party or is threatened to be made a party to any Proceeding by or in part out ofthe right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (d) an To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits, in any Proceeding, Indemnitee shall be indemnified against all Indemnifiable EventExpenses. (e) If Indemnitee is not wholly successful in such Proceeding but is successful on the merits as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the fullest extent permitted against all Indemnifiable Expenses incurred or paid by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee in connection with each successfully resolved claim, issue or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable EventSeller shall indemnify and hold harmless Buyer, the Company shall indemnify Indemnitee Buying Parties (if any), the Acquired Entities and their respective Affiliates (collectively, the “Buyer Indemnitees”) to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or this Article X in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding any Losses reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Buyer Indemnitees as a result of the actual any (i) inaccuracy or deemed receipt misrepresentation in any representation or warranty of Seller made herein, (ii) breach of or failure to perform any payments under this Agreementcovenant, including the creation agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director agreement, document or officer certificate delivered hereunder, (iii) failure to pay, perform or satisfy any of the Company unless Excluded Liabilities, or (iv) the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any litigation and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or SEC investigation disclosed on behalf Section 4.16 of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawDisclosure Schedule. (b) Notwithstanding the foregoing, foregoing Section 10.1(a): (i) Seller shall not be liable under clause (i) of Section 10.1(a) of this Agreement in respect of any claim (or group of directly related claims) subject to clause (i) Section 10.1(a): (A) having a value of not more than One Hundred Thousand Dollars ($100,000) (“Qualified Claims”) and (B) until all Losses in respect of all Qualified Claims exceed Five Million Dollars ($5,000,000) in the obligations of aggregate (the Company under Section 2(a) “Minimum Amount”), and thereafter Seller shall be liable, subject to the condition that other limitations provided for elsewhere in this Agreement, for all Losses for Qualified Claims to the Reviewing Party shall not have determined (extent in a written opinion, in any case in which excess of the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Minimum Amount; (ii) The aggregate liability of Seller for all Losses under clause (i) of Section 10.1(a) of this Agreement shall not exceed Forty Million Dollars ($40,000,000) (the obligation of the Company “Maximum Amount”); (iii) Seller shall have no liability to make an Expense Advance pursuant indemnify any Buyer Indemnitee for any Losses related to Section 2(a) shall be subject to the condition that, if, when and any liability to the extent that is reflected or reserved for (i) in the Reviewing Party determines that Indemnitee would calculation of Closing Working Capital Value or (ii) on the Financial Statements or the Reference Statement; and (iv) The Minimum Amount and the Maximum Amount will not be permitted apply to be so indemnified any claims under applicable lawclauses (ii), (iii) or (iv) of Section 10.1(a) of this Agreement. (c) Buyer shall indemnify and hold harmless Seller and its Affiliates (collectively the “Seller Indemnitees” and, together with the Buyer Indemnitees, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company“Indemnitees”) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted set forth in this Article X in respect of any and all Losses reasonably and proximately incurred by law. If there has not been any Seller Indemnitee as a Change result of any (i) inaccuracy or misrepresentation in Controlany representation or warranty of Buyer made herein, the Reviewing (ii) breach of or failure to perform any covenant, agreement or obligation of Buyer or any Buying Party shall be selected by the Board in this Agreement or any agreement, document or certificate delivered hereunder; (iii) as a result of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority liabilities of the Company's Board of Directors who were directors immediately prior to such Change in ControlAcquired Business including liabilities arising from matters, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court facts and circumstances set forth in the States Disclosure Schedule; (iii) Seller Guarantees in accordance with Section 6.9; or (iv) failure to pay, perform or satisfy any of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeForeign Liabilities.

Agreement to Indemnify. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser and its respective officers, directors, employees, representatives, agents, successors, and assigns (collectively, the “Indemnitees”) from, against, and in respect of any and all damages incurred by any Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Seller in this Agreement; (ii) any breach of any covenant or agreement made by the Seller in this Agreement; and/or (iii) any and all proceedings, judgments, decrees, awards, assessments, fees, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Seller shall not be required to provide indemnification to any Indemnitee pursuant to Section 7.1(a) unless and until the aggregate amount of all damages incurred by all Indemnitees responsive to such Section exceeds Five Thousand Dollars ($5,000) (the “Deductible”), whereupon the Indemnitees shall be entitled to indemnification under such Section only with respect to damages in excess of such Deductible. The maximum aggregate monetary liability of the Seller to indemnify the Indemnitees under Section 7.1(a) shall not exceed the Purchase Price (the “Cap”) in the aggregate. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims arising out of fraud, intentional misrepresentation, or gross negligence. (c) If any third party notifies any Indemnitee with respect to any matter which may give rise to a claim for indemnification against the Seller under this Article VII, then the Indemnitee will notify the Seller thereof within thirty (30) days thereafter, such notice to state the nature and basis of any claim made by the third party; provided that, no delay on the part of the Indemnitee in notifying the Seller will relieve the Seller from any obligation hereunder unless, and then solely to the extent that, the Seller is demonstrably prejudiced thereby. In the event the Seller notify the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or date the Indemnitee has given notice of the matter that the Seller will indemnify the Indemnitee in respect of such Expensesmatter, judgmentsthen the Seller may, finesby notice to the Indemnitee within such 30-day period, penalties or amounts paid in settlement) assume the defense of such Proceeding and any federal, state, local or foreign taxes imposed on matter. If the Indemnitee as a result of Seller assume the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation defense of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingmatter, (i) the obligations Seller will defend the Indemnitee against the matter with counsel of Seller’s choice reasonably satisfactory to the Indemnitee, (ii) the Indemnitee may retain separate counsel at its sole cost and expense, and (iii) the Seller will not consent to the entry of a judgment or consent order with respect to the matter, or enter into any settlement, in each case which either (A) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by the Seller or (B) fails to include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto, in either such case without the written consent of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Indemnitee (which consent shall not have determined be unreasonably withheld or delayed). If the Seller has not assumed the defense of such matter, (in a written opinion, i) the Indemnitee may defend against the matter in any case in which the special, independent manner it reasonably may deem appropriate and with counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawof its choice, and (ii) the obligation Seller may retain separate counsel at their sole cost and expense. Notwithstanding anything to the contrary in the foregoing, if defendants in any action include any Indemnitee and Seller, and such Indemnitee shall have been advised by its counsel that there may be material legal defenses available to such Indemnitee inconsistent with those available to Seller, or if a conflict of interest exists between an Indemnitee and Seller with respect to such claim or the defense thereof, or if an Indemnitee reasonably determines that Seller’s control of such defense would reasonably be expected to have an adverse effect on the Assets or the outcome of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatmatter, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawthen in any such case, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation reassert such defense through its own counsel, and in any court such event (or in the States event that the Seller does not timely assume or diligently pursue the defense of California such matter as provided above) the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Seller and shall be paid by them from time to time within twenty (20) days of receipt of appropriate invoices therefore. (d) In the event that an Indemnitee notifies the Seller of any claim for indemnification hereunder that does not involve a third party claim, the Seller shall, within thirty (30) days after the date of such notice, pay to the Indemnitee the amount of damages payable pursuant to this Section 7.1 and shall thereafter pay any other damages payable pursuant to this Section 7.1 and arising out of the same matter on demand, unless the Seller dispute in writing its liability for, or Delaware having subject matter jurisdiction thereof and the amount of, any such damages within such 30-day period, in which venue is proper seeking an initial determination by the court or challenging any case such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise payment shall be conclusive made as provided above in respect of any matters or amounts not so disputed and binding any damages in respect of the matters so disputed shall be paid within five (5) business days after any determination (by agreement of Purchaser and Seller, or pursuant to arbitration in accordance with Section 8.3) that the Seller are liable therefore pursuant to this Section 7.1. (e) In connection with any payment of damages pursuant to this Section 7.1, the Seller shall pay to the Indemnitee(s) an amount calculated like interest on the Company and Indemniteeamount of such damages at the applicable interest rate from the date of Closing until the Indemnitee(s) shall have been indemnified in respect thereof.

Agreement to Indemnify. Notwithstanding the provisions of Section 8.2 of the Merger Agreement regarding the non-survival of the Company's representations and warranties contained in the Merger Agreement, Xxxx X. Xxxxxx (the "Indemnitor") agrees as follows: (a) In the event Indemnitee wasTo indemnify, is defend and hold harmless Parent and Sub (each, an "Indemnified Party") and their affiliates (including any officer, director, stockholder, partner, member, employee, agent or becomes representative of any thereof) (each a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of"Parent Affiliate") an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by lawprovided in Section 9.5 from and against all assessments, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Companylosses, against any damages, liabilities, costs and all Expensesexpenses, judgments, finesincluding without limitation interest, penalties and amounts paid in settlement reasonable fees and expenses of legal counsel chosen by Parent, Sub or Parent Affiliate (including all interestcollectively, assessments and other charges paid "Damages"), imposed upon or payable incurred by Parent, Sub or any Parent Affiliate arising out of or in connection with or in respect resulting from any breach of such Expenses, judgments, fines, penalties any representation or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result warranty of the actual Company, or deemed receipt nonfulfillment, at any time prior to the consummation of the Offer, of any payments under this Agreementcovenant or agreement by the Company, including the creation of the Trust in each case contained in or made pursuant to Section 4 hereof. Notwithstanding anything in this the Merger Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director Schedule thereto, or officer any certificate furnished or to be furnished to Parent or Sub thereunder. (b) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Company unless Indemnified Party has incurred Damages after compliance with the Company has joined in or consented to the initiation terms of such Proceeding. If so requested by Indemniteethis Section 9, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee Indemnitor shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging contest any such determination by Damages in good faith. (c) Notwithstanding anything herein to the Reviewing Party contrary, Indemnitor shall have no indemnification obligations hereunder unless Parent and Sub have consummated the Offer or any aspect thereof, and have purchased the Company hereby consents Shares pursuant to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeStock Option.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (ai) In From and after the event Indemnitee wasClosing Date, is or becomes each of Xxxxx and Xxxxxx hereby severally covenant and agree to indemnify, on a party pro rata basis, up to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising the limits set forth in part out of) an Indemnifiable EventSection 9.2(b)(ii), the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, Purchaser and its successors and assigns and hold them harmless from and against any and all Expenseslosses, judgmentsclaims, liabilities, obligations, fines, penalties penalties, damages and amounts paid in settlement expenses, including reasonable attorneys fees (including all interestcollectively, assessments and other charges paid "Losses") incurred by any of them resulting from or payable in connection with or in respect arising out of such Expenses, judgments, fines, penalties or amounts paid in settlement) any breach of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual representations or deemed receipt of any payments under warranties made by Xxxxx or Suozzi in this Agreement. For purposes of this Section 9.2(a), including such representations and warranties shall be considered as though made without any "material" or "Material Adverse Effect" qualification, notwithstanding the creation of the Trust pursuant presence thereof. The pro rata indemnification by Xxxxx and Xxxxxx referred to Section 4 hereof. Notwithstanding anything above shall be made in this Agreement proportion to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer their relative ownership of the Company unless (i.e., Xxxxx shall be responsible for 77.78% of the Company has joined in or consented to indemnification obligations and Suozzi shall be responsible for 22.22% of the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"indemnification obligations); provided, however, that such Expenses Xxxxx and Xxxxxx shall each be advanced only upon delivery solely responsible, up to the Company limits set forth above, for the breach of an undertaking by a representation or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only warranty contained in Article 3 hereof to the extent permitted by lawthat such breach relates solely to Xxxxx or Suozzi, as the case may be. (bii) Notwithstanding From and after the foregoingClosing Date, (i) the obligations ESOP hereby covenants and agrees to indemnify, up to the limit set forth in Section 9.2(b)(ii), the Purchaser and its successors and assigns and to hold them harmless from and against any Losses incurred by any of them resulting from or arising out of any breach by the Trustee of the Company under representations or warranties made by the Trustee in Section 2(a4.4. (iii) shall be subject From and after the Closing Date, the Purchaser hereby covenants and agrees to indemnify, up to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to limits set forth in Section 3 hereof is involved9.2(b)(iii), each of Xxxxx, Xxxxxx and the ESOP and each of their respective successors, assigns, heirs and personal representatives and to hold them harmless from and against any Losses incurred by any of them resulting from or arising out of (x) that Indemnitee would not be permitted to be indemnified under applicable law, any breach by the Purchaser of any of the representations or warranties made by the Purchaser in this Agreement and (iiy) the any liability or obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made Insilco which is assumed by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (Purchaser as to which all rights contemplated by Section 8.11 of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. Subject to the terms and conditions of this Section, Horler and the Company each hereby agree, jointly and severally, to indemnify, defend and hold the FB Shareholders harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (aincluding paralegal and law clerk fees and other legal expenses and costs) In and expenses, asserted against, relating to, imposed upon or incurred by the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding FB Shareholders by reason of or resulting from a breach of (or arising i) any agreement set forth in part out of) an Indemnifiable Event, this Agreement by the Company shall indemnify Indemnitee or the Company Representatives, or (ii) any representation or warranty given by the Company or Horler contained in or made pursuant to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation or (iii) any liability of the Trust pursuant Company Group existing, accruing or arising on or before the Closing Date; provided that, in the case of clause (ii), notice of such breach of representation or warranty is given to Section 4 hereofthe Company or Horler within two years of the Closing Date, except with respect to the representations and warranties contained in Sections 4(a) through 4(d), 4(k) and 4(l), which shall survive without limitation. Notwithstanding anything Subject to the terms and conditions of this Section, each of Far Beyond and the FB Shareholders hereby agrees, severally and not jointly, to indemnify, defend and hold the Company harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company by reason of or resulting from a breach of (i) any agreement set forth in this Agreement to the contrary and except as provided by Far Beyond or such FB Shareholder, or (ii) any representation or warranty given by Far Beyond or such FB Shareholder contained in Section 5, Indemnitee shall not be entitled to indemnification or made pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Agreement, provided that notice of such breach of representation or warranty is given to Far Beyond or the Company or any director or officer FB Shareholder within two years of the Company unless the Company has joined in or consented Closing Date, except with respect to the initiation of such Proceedingrepresentations and warranties contained in Sections 2(a) - 2(b), 3(a) and 3(b), which shall survive without limitation. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf All of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel foregoing are hereinafter collectively referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, as "CLAIMS" and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in singularly as a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"CLAIM."

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law as follows: (a) In Subject to the event exceptions contained in Section 10(a)(ii) below, if Indemnitee was, was or is or becomes a party to or witness or other a participant in, or is threatened to be made a party or a participant to or witness or any Proceeding (other participant in, than a Proceeding by or in the right of the Company) by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Company Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(iii) below, if Indemnitee was or is a party or a participant or is threatened to be made a party or a participant to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against all Expenses incurred or paid by the Indemnitee in connection with such Proceedings. (ic) If any JCP Fund is, or is threatened to be made, a party to or a participant in any Proceeding, then to the extent the JCP Fund’s involvement in the Proceeding arises from the Indemnitee’s service to the Company as an officer or director of the Company, the JCP Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Company Indemnitee, under Section 2(a) shall be subject this Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that same extent as Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the same extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified as if such JCP Fund was a party hereto. Each JCP Fund is an intended third party beneficiary under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out ofof ) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the The Company’s obligations of the Company under Section 2(a) shall be are subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.following:

Agreement to Indemnify. Each Effective Time Holder shall severally (abased on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Parent and its Subsidiaries, their respective officers, directors, employees, agents and Representatives (each hereinafter referred to individually as an “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid or payable experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 11)) (hereinafter collectively referred to as “Damages”), arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementresulting from the following (the “Indemnifiable Matters”): (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under representation or warranty made by the Company in this Agreement, including the creation Company Disclosure Letter or the Company Closing Certificates to be true and correct as of the Trust pursuant to Section 4 hereof. Notwithstanding anything Agreement Date or as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (b) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement to be performed prior to the contrary and except as provided Closing; (c) any Dissenting Shares Excess Payments; (d) any Company Securityholder Taxes; (e) any inaccuracies in Section 5either Spreadsheet (including, Indemnitee shall without limitation, a claim from a holder of Promised Options who did not be execute a Promised Option Release that such individual is entitled to indemnification pursuant additional equity compensation with respect to this Agreement in connection with such Promised Options beyond that contemplated by Section 6.7(b) hereof); (f) any Proceeding initiated by Indemnitee against the Company Merger Expense or any director or officer Company Closing Debt that is outstanding as of the Company unless Effective Time and is not either paid and satisfied in full at the Company has joined in Effective Time or consented a reduction to the initiation Total Merger Consideration; (g) any of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"matters set forth on Schedule 11.2(g); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking or (h) any Fraud by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.

Agreement to Indemnify. The Companies agree to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in this Agreement, if Indemnitee waswas or is a party, is witness, or becomes otherwise a party to or witness or other participant in, or is threatened to be made a party to party, witness, or witness otherwise a participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Companies) by reason of Indemnitee’s Corporate Status or as a result of any act or omission taken at the direction of any of the Companies, Indemnitee shall be indemnified by the Companies against all Expenses and Liabilities actually incurred by Indemnitee in connection with such Proceeding (or arising in part out of) an referred to herein as “Indemnifiable EventExpenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”), and the Company Companies shall indemnify Indemnitee advance Expenses to Indemnitee, to the fullest extent permitted by applicable law. In the event that Indemnitee is a witness in a Proceeding and is not a party to such Proceeding, as soon as practicable but in any event no later than thirty “Indemnifiable Expenses” shall only include reasonable out-of-pocket expenses (30including, without limitation, reasonable and documented attorneys’ fees) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable incurred by Indemnitee in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee service as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything witness in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding Subject to the foregoingexceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party, witness, or otherwise a participant in or is threatened to be made a party, witness, or otherwise a participant in any Proceeding by or in the right of the Companies to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or as a result of any act or omission taken at the direction of any of the Companies, Indemnitee shall be indemnified by the Companies against all Indemnifiable Expenses, and the Companies shall advance Expenses to Indemnitee, to the fullest extent permitted by applicable law. (c) The indemnification obligations of the Companies under this Agreement (i) the are joint and several obligations of each of the Company under Section 2(aCompanies, (ii) shall be subject continue after such time as Indemnitee ceases to serve as a director of the condition that the Reviewing Party shall not have determined (in a written opinion, Companies or in any case in which other Corporate Status until the special, independent counsel referred to expiration of the term of this Agreement as set forth in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law23, and (iiiii) include, without limitation, claims for monetary relief against Indemnitee in respect of any alleged breach of fiduciary duty, to the obligation fullest extent permitted under applicable law (including, if applicable, Section 145 of the Company Delaware General Corporation Law) as in existence on the date hereof and as amended from time to make an Expense Advance pursuant time. (d) If Indemnitee is entitled under any provision of this Agreement to Section 2(a) shall be subject to indemnification by the condition thatCompanies for some or a portion of Expenses and Liabilities, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedbut not, however, that if for the total amount thereof, the Companies shall nevertheless indemnify Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by for the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as portion thereof to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Indemnitee is entitled to the fullest extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party Subject to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason any express provisions of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary contrary, from and except as provided in Section 5after any Closing, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented respect to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingapplicable Property, (i) the Seller and, if Seller is not MI, MI shall indemnify, defend and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (v) any termination of employment of employees at any Property prior to or upon the Closing with respect to such Property resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Company Closing Date, (x) events, acts, or omissions of the Seller that occurred in connection with its ownership or operation of the Seller's Property prior to the applicable Closing Date or obligations accruing prior to the applicable Closing Date under any Contract of Seller (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Seller and, if Seller is not MI, MI under Section 2(a) shall 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the condition that one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with Seller's Property or any portion thereof, at any time or times prior to the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawClosing Date, and (ii) the obligation Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify, defend and hold harmless the Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, acts, or omissions of the Company Purchaser that occur in connection with its ownership or operation of the Property from and after the applicable Closing Date or obligations accruing from and after the applicable Closing Date under any Contract (except to make an Expense Advance pursuant to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 2(a) shall be 7 (and subject to the condition thatone year limitation period set forth therein), ifor (z) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof, when at any time or times from and after the applicable Closing Date. The provisions of this Section 11.1 shall not apply to the extent that the Reviewing Party determines that Indemnitee would not be permitted any liabilities or obligations with respect to be so indemnified under applicable lawhazardous substances, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse liabilities of the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made parties with respect thereto being governed by the representation and warranty of Seller set forth in Section 6.17. (b) Whenever it is provided in this Agreement that an obligation will continue after Closing as to which all rights an obligation of appeal therefrom have been exhausted Purchaser or have lapsed). Indemnitee's obligation to reimburse be assumed by Purchaser after the Company for Expense Advances applicable Closing, the Purchaser and, if Purchaser is not CHLP, CHLP shall be unsecured deemed to have also agreed to indemnify and no interest hold harmless the Seller and MI and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so continued or assumed after the applicable Closing (but not with respect to any act or omission which occurred prior to Closing). (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closings hereunder and the termination of this Agreement. All representations and warranties made in this Agreement shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be charged thereoncommenced, to if at all, on or before the extent permitted by law. If there has date which is twelve (12) months after the date of such Closing and served promptly (but in no event later than sixty (60) days after commencement) and, if not been a Change in Controlcommenced on or before such date and so served, the Reviewing Party thereafter shall be selected by the Board void and of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party force or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeeffect.

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law as follows: (a) In Subject to the event exceptions contained in Section 10(a)(ii) below, if Indemnitee was, was or is or becomes a party to or witness or other a participant in, or is threatened to be made a party or a participant to or witness or any Proceeding (other participant in, than a Proceeding by or in the right of the Company) by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Company Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(iii) below, if Indemnitee was or is a party or a participant or is threatened to be made a party or a participant to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Company against all Expenses incurred or paid by the Indemnitee in connection with such Proceedings. (ic) If any JCP Fund is, or is threatened to be made, a party to or a participant in any Proceeding, then to the extent the JCP Fund’s involvement in the Proceeding arises from the Indemnitee’s service to the Company as an officer or director of the Company, the JCP Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Company Indemnitee, under Section 2(a) shall be subject this Agreement to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that same extent as Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the same extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified as if such JCP Fund was a party hereto. Each JCP Fund is an intended third party beneficiary under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethis Agreement.]

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company Seller shall indemnify Indemnitee and hold harmless Buyer and its Affiliates, and their respective officers, directors, employees, agents, representatives and stockholders (each hereinafter referred to the fullest extent permitted by law, individually as soon a “Buyer Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Buyer Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties penalties, Liabilities and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments and other charges paid or payable reasonable professionals’ and experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article VII)) (hereinafter collectively referred to as “Damages”), arising from: (i) any breach or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt inaccuracy of any payments under representation or warranty made by Seller, Company, or Company Subsidiary in this Agreement, including the creation of the Trust pursuant any Related Agreement or any exhibit or schedule to Section 4 hereof. Notwithstanding anything in this Agreement to be true and correct as of the contrary date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as provided of a specific date or dates, in Section 5which case such representations and warranties shall be true and correct on and as of such specified date or dates); (ii) any breach or inaccuracy of any certification, Indemnitee shall not be entitled representation or warranty made by Seller in any certificate delivered to indemnification Buyer pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Buyer; (iii) any breach of or default of any of the covenants or agreements made by Seller in connection with this Agreement, any Proceeding initiated by Indemnitee against the Company Related Agreement or any director exhibit or officer of the Company unless the Company has joined in or consented schedule to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten this Agreement; (10iv) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking Fraud by or on behalf of Seller; (v) all Taxes imposed on Seller or the Indemnitee Trusts for any taxable period, or imposed on the Company with respect to repay such amount if it is ultimately determined that Indemnitee is not entitled any taxable period (or portion thereof) ending on or before the Closing Date, or imposed on the Company Subsidiary with respect to be indemnified any taxable period (or portion thereof) ending on or before the Company Subsidiary Transfer Date, and all Taxes resulting from or attributable to the consummation of the Contribution, Conversion, Reorganization Transactions or Street Smart Transfer, (vi) all Taxes resulting from or attributable to the items disclosed in the second paragraph of Schedule 3.8 regarding tax matters, including the fees of professional advisors incurred in connection with the resolution of the tax matters items disclosed in Section 3.8 and the Sales Tax Returns; (vii) all liabilities, debts, and obligations of Company of any kind or character whatsoever to the extent arising out of (A) the performance or breach of any Contract during the period prior to Closing; or (B) any claim by a current or former employee, contractor, director, officer, member or manager of Company with respect to any act or omission of Company or one of its current or former employees, contractors, directors, officers, members or managers occurring prior to the CompanyClosing Date; provided further(viii) all liabilities, debts, and obligations of Company Subsidiary of any kind or character whatsoever to the extent arising out of (A) the performance or breach of any Contract during the period prior to the Company Subsidiary Transfer Date, (B) any claim by a current or former employee, contractor, director, officer, member or manager of Company Subsidiary with respect to any act or omission of Company Subsidiary or one of its current or former employees, contractors, directors, officers, members or managers occurring prior to the Company Subsidiary Transfer Date or (C) operation of the Street Smart Business before or after the Company Subsidiary Transfer Date; (ix) Transaction Expenses, or (x) any Third-Party Claim, received within 18 months after the Closing, that the open source code listed on Schedule 3.11(e) that either the Company shall make or Company Subsidiary has incorporated or incorporates into Risk Center Business or E Team Business software products listed on Schedule 3.11(e) violates, or fails to comply with its license terms (as well as any Third-Party Claim for infringement based upon such advances only violation or failure), to the extent permitted by lawsuch alleged violation, infringement or failure is directed to such software product as it existed at Closing; and (xi) any Third Party Claim, received within 18 months after the Closing, arising from acts of hackers, denial of service attacks, security breaches or other similar system security incidents, any of which results in unauthorized access to personally identifying or other private and confidential information of any individual, or the confidential information of any customer or other business partner or the Risk Center Business or E Team Business, to the extent any such acts, attacks, breaches or incidents arise from the Company or Company Subsidiary not implementing material security patches or material security upgrades (as defined in Section 3.11(g)). The indemnification obligations provided under this Section 8.2(a)(xi) shall not apply to the extent the Third-Party Claim relates to or arises from either: (A) Buyer’s failure to continue to provide Defense in Depth (DID) strategies, or to otherwise maintain compensating security controls intended to defend the applicable systems against attack, in a manner at least as protective as those in place at the Closing; or (B) Buyer’s modification, addition to or reconfiguration of the applicable Risk Center Business or E Team Business software product. (b) Notwithstanding the foregoingBuyer shall indemnify and hold harmless Seller and its Affiliates, and their respective officers, directors, employees, agents, representatives and stockholders (each hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages arising from: (i) the obligations any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement to be true and correct as of the Company under Section 2(a) date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, true and correct on and as of such specified date or dates); (ii) the obligation any breach or inaccuracy of any certification, representation or warranty made by Buyer in any certificate delivered to Seller pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Seller; (iii) any breach of or default of any of the covenants or agreements made by Buyer in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement; (iv) any Fraud by or on behalf of Buyer; (v) all Taxes imposed on Seller or the Company to make an Expense Advance pursuant to Section 2(a) shall be subject with respect to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court business of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made taxable period but solely with respect thereto to the portion of such period after the Closing Date; or (as to which vi) all rights of appeal therefrom have been exhausted Taxes imposed on Seller or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Subsidiary with respect to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority business of the Company's Board Company Subsidiary for any taxable period but solely with respect to the portion of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and period after the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSubsidiary Transfer Date.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company Parent shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, law against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Expenses incurred in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClaim. (b) Notwithstanding the foregoing, the Indemnitee shall not be entitled to indemnification for Expenses which are finally judicially determined to have resulted primarily from Indemnitee’s gross negligence or bad faith in fulfilling his duties to the applicable Company or Parent. (ic) Further, the obligations of the Company Parent under Section 2(aArticle II(a) shall be subject to the condition that the Reviewing Party Parent’s Board of Directors shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law. However, and (ii) to the obligation extent that Indemnitee has been successful on the merits or otherwise in defense of the Company any Claim relating in whole or in part to make an Expense Advance pursuant to Section 2(a) Indemnifiable Event, including dismissal without prejudice, Indemnitee shall be subject indemnified against Expenses incurred in connection with that Claim. In connection with any determination by Parent’s Board of Directors as to whether Indemnitee is entitled to be indemnified, the burden of proof shall be on Parent to establish that Indemnitee is not so entitled. (d) Expenses will be reimbursed or advanced (“Expense Advance”) when and as incurred promptly upon submission by Indemnitee of statements to the condition that, ifParent. If, when and to the extent that the Reviewing Party Parent’s Board of Directors determines that Indemnitee would not be permitted to be so indemnified under applicable lawlaw or under Article II(a), the Company Parent shall not be obligated to reimburse or advance Expenses to Indemnitee and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the CompanyParent) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlaw or this Agreement, any determination made by the Reviewing Party Parent’s Board of Directors that Indemnitee would not be permitted to be indemnified under applicable law or this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company Parent for any Expense Advance such amounts paid until a final judicial determination is made with respect thereto made. (e) If any Claim is commenced as to which all rights Indemnitee proposes to demand indemnification, Indemnitee will notify the Parent with reasonable promptness; provided, however, that any failure by Indemnitee to notify the Parent will relieve the Parent from its obligations hereunder only to the extent the Parent has been prejudiced by such failure or delay. (f) Indemnitee will have the right to retain counsel of appeal therefrom have been exhausted or have lapsed)his own choice to represent him, and the Parent will pay the reasonable Expenses of one such counsel only. Indemnitee's obligation The Parent retains the right to reimburse participate in the Company for Expense Advances shall defense of such Claim as to which Indemnitee seeks indemnification through counsel of the Parent’s choice (the cost of which will be unsecured paid by the Parent) and no interest shall be charged thereonIndemnitee will reasonably cooperate with such counsel and the Parent (including, to the extent permitted by law. If there has not been a Change in Controlpossible and consistent with his own interests, keeping the Reviewing Party shall Parent reasonably informed of such defense). (g) The Parent will be selected by liable for any settlement of any Claim against Imdemnitee made with the Board of DirectorsParent’s written consent, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would consent will not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.unreasonably withheld

Agreement to Indemnify. Subject to the other provisions of this Section 8.1, Parent and the Company (a) In the event Indemnitee was, is individually or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall "Indemnifying Party") hereby agree jointly and severally to defend, indemnify Indemnitee to and hold harmless Buyer and the fullest extent permitted by lawSubsidiaries (individually or collectively, as soon as practicable but the "Indemnified Party") from and against and in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all ExpensesLosses incurred by the Indemnified Party which may be imposed on, judgmentssustained, finesincurred or suffered by or assessed against the Indemnified Party, penalties and amounts paid in settlement (including all interestdirectly or indirectly, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of or relating to or to the actual or deemed receipt of any payments under this Agreement, including the creation extent arising out of the Trust pursuant to following: (i) any breach of the representations or warranties of Parent or the Company contained in Sections 3.2(b),(c) and (d) and Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 53.5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company such breach determined as if any such representations or any director or officer warranties were given as of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing Date; provided, however, that the ability of Buyer to recover hereunder in respect of a breach of Sections 3.2(b),(c) or (d)hereof shall not be deemed qualified by any references to materiality contained in such Expenses representation and any breach thereof shall be advanced only upon delivery determined without regard to whether such breach constitutes a Material Adverse Effect; provided, further, however, that with respect to the Company of an undertaking by or on behalf of the Indemnitee to repay representations and warranties contained in Section 3.5, such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party indemnification shall not have determined (in a written opinion, in cover any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and Losses to the extent that such Losses are a result of any actions taken by Buyer or reflect changes implemented to reflect accounting policies or practices of Buyer; (ii) any breach of the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, representations or warranties of Parent or the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; contained in Section 3.7(b), provided, however, that if Indemnitee has commenced legal proceedings (x) the ability of Buyer to recover hereunder in respect of a court breach of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding representation and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances warranty included in Section 3.7(b)(i) shall be unsecured determined without regard to whether the related liabilities or obligations have resulted in or are reasonably likely to have a Material Adverse Effect and no interest (y) solely for purposes of the indemnification provided by this clause (b)(ii), a breach of the representations and warranties included in Section 3.7(b)(ii) shall be charged thereondetermined as if the reference in Section 3.7(b)(ii) to $325 million was $100 million, and the Indemnified Party shall be indemnified, subject to the other provisions of this Section 8.1, including subsection (c) hereof, only to the extent permitted by law. If there has not been a Change of Losses in Controlexcess of $100 million (all numbers referenced in this clause(ii) to be determined before giving effect to any related reduction in any Indemnified Party's Taxes); provided, the Reviewing Party further however, that no indemnification shall be selected provided hereunder with respect to any Losses to the extent that such Losses are a result of any actions taken by Buyer or reflect changes implemented to reflect accounting policies or practices of Buyer; and (iii) with respect to any defined benefit plan of an ERISA Affiliate of Parent, (x) any accumulated funding deficiency within the Board meaning of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority Section 412 of the Company's Board Code or Section 302 of Directors who were directors immediately prior ERISA and (y) any withdrawal liability relating to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteea multi-employer pension plan.

Agreement to Indemnify. Each Effective Time Holder shall severally (abased on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Parent and its Subsidiaries, their respective officers, directors, employees, agents and representatives (each hereinafter referred to individually as an “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 11)) (hereinafter collectively referred to as “Damages”), arising out of or resulting from the following (the “Indemnifiable Matters”): (a) any failure of any representation or warranty made by the Company in this Agreement, the Company Disclosure Letter or the Company Closing Certificates to be true and correct as of the date of this Agreement (in the case of any such representation or warranty contained in this Agreement or the Company Disclosure Letter only) and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (b) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement to be performed prior to the Closing; (c) any Dissenting Shares Excess Payments; (d) any Fraud by the Company under this Agreement; (e) any Company Merger Expenses or Company Closing Debt, in each case, to the extent not paid at the Closing or otherwise accounted for pursuant to Section 2.4; (f) any benefit payable by the Company or the Surviving Corporation as a result of, in connection with or arising under this Agreement that constitutes a “parachute payment” (as defined in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementSection 280G(b)(2) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10Code) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition imposition of an excise tax under Section 4999 of the Code or that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation deductible by reason of Section 280G of the Company to make an Expense Advance pursuant to Section 2(aCode; or (g) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court any Taxes of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights Tax period ending on or before the Closing Date, including the allocable portion of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse any Tax period of the Company for Expense Advances shall be unsecured and no interest shall be charged thereonthat contains, to the extent permitted by law. If there has but does not been a Change in Controlend on, the Reviewing Party shall be selected by the Board of Directors, Closing Date (and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court otherwise accounted for in the States calculation of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeNet Working Capital).

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Section 10, DDI will indemnify and hold harmless ISI and its officers, directors, agents and employees, and each person, if any, who controls or may control ISI within the meaning of the Securities Act (hereinafter referred to individually as soon an "Indemnified Person" and collectively as practicable but in any event no later than thirty (30"Indemnified Persons") days after written demand is presented to the Company, from and against any and all Expensesclaims, judgmentsdemands, finesactions, penalties causes of actions, losses, costs, damages, liabilities and amounts paid in settlement expenses including, without limitation, reasonable legal fees (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementhereinafter referred to as "Damages"): (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt Arising out of any payments under this Agreement, including the creation misrepresentation or breach of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or default in connection with any Proceeding initiated of the representations, warranties and covenants given or made by Indemnitee against the Company DDI in this Agreement or any director certificate, document or officer instrument delivered by or on behalf of DDI pursuant hereto (other than with respect to changes in the truth or accuracy of the Company unless representations and warranties of DDI under this Agreement after the Company date hereof if DDI has joined advised ISI of such changes in or consented an update to Exhibit 2.0 delivered prior to the initiation Closing and ISI has nonetheless proceeded with the Closing); or (b) Resulting from any failure of any DDI Shareholders to have good, valid and marketable title to the issued and outstanding DDI Common Stock held by such Proceedingshareholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or to have full right, capacity and authority to vote such DDI Common Stock in favor of the Merger and the other transactions contemplated by the Agreement of Merger. If so requested by IndemniteeIn seeking indemnification for Damages under this Section, the Company Indemnified Persons shall advance, within ten (10) business days of such request, exercise their remedies with respect to the Escrow Shares and any and all Expenses other assets deposited in escrow pursuant to Indemnitee (an "Expense Advance")the Escrow Agreement; provided, however, that no such Expenses shall claim for Damages will be advanced only upon delivery to asserted after the Company of an undertaking by or on behalf expiration of the Indemnitee Escrow Period. Except for intentional fraud or willful misconduct or breach of any of the provisions of the Affiliates Agreement: (i) no DDI Shareholder shall have any liability to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only an Indemnified Person under this Agreement except to the extent permitted by law. (b) Notwithstanding of such DDI Shareholder's Escrow Shares and any other assets deposited under the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Escrow Agreement and (ii) the obligation of the Company to make an Expense Advance pursuant to remedies set forth in this Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party 10.2 shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States exclusive remedies of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, ISI and the Company hereby consents to service of process and to appear in other Indemnified Persons hereunder against any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDDI Shareholder.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Sellers shall jointly and severally indemnify and hold harmless the Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall indemnify Indemnitee "BUYER INDEMNITEES") to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or this Article IX in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding any Losses reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Buyer Indemnitees as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in any representation or warranty of MTC or Sellers made herein or any payments under this Agreementbreach of or failure to perform any covenant, including the creation agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything MTC or Sellers in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director agreement, document or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")certificate delivered hereunder; provided, however, that Sellers shall have no liability on account of this Section 9.1(a)(i) with respect to any claim relating to any events, facts or circumstances of which the Buyer had Knowledge on or before the Closing Date (except in the case of any claim relating to any Taxes in which case Sellers shall have liability on account of this Section 9.1(a)(i) whether or not Buyer has Knowledge of any events, facts or circumstances with respect to such Expenses shall be advanced only upon delivery to the Company of an undertaking claim); (ii) any federal or state income Taxes incurred by MTC or its Subsidiaries caused by or on behalf resulting from the sale of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherShares, that the Company shall make such advances only except to the extent permitted by lawsuch Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date; (iii) any Taxes imposed on or relating to MTC or any of its Subsidiaries for any Pre-Closing Period, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date, and (iv) any Liabilities of MTC unrelated to its ownership of Oxy-Dry. (b) Notwithstanding the foregoing, foregoing paragraph (a): (i) the obligations of the Company Sellers shall not be liable under Section 2(a9.1(a)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(a)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the "MINIMUM AMOUNT"), and thereafter Sellers shall be liable, subject to the condition that other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Minimum Amount; (ii) the obligation The aggregate liability of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) Sellers for all such amounts theretofore paid; providedLosses under this Agreement and any agreement, document or certificate delivered herewith and the Acquisition shall not exceed Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT"), provided however, that if the liability of Sellers for Taxes, and for liabilities of MTC unrelated to its ownership of Oxy-Dry and for fraud shall be unlimited; and (iii) Sellers shall have no liability to indemnify any Buyer Indemnitee has commenced legal proceedings for any Losses (other than in a court respect of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawTaxes, any determination made by Liabilities of MTC unrelated to its ownership of Oxy-Dry or fraud) (A) related to any liability that is specifically set forth (i) in the Reviewing Party calculation of Closing Working Capital Value or (ii) on the Financial Statements or the Reference Purchase Price Statement, (B) under Section 9.1(a)(i), if the Buyer had Knowledge that Indemnitee would the representations and warranties of MTC or Sellers in this Agreement were not be permitted true and correct prior to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonClosing, to the extent arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates, (C) under Section 9.1(a)(i), in respect of a breach of any representations and warranties, to the extent disclosed in the Seller Disclosure Schedule, (D) to the extent arising from a change in Law that becomes effective after the Closing Date or (E) arising or resulting from any action taken or omitted to be taken by the Buyer or any of its Affiliates after the Closing Date other than as contemplated or permitted by law. If there has not been a Change in Controlthis Agreement. (c) Buyer shall indemnify and hold harmless Sellers and their respective Affiliates (collectively the "SELLER INDEMNITEES" and, together with the Buyer Indemnitees, the Reviewing Party shall be selected "INDEMNITEES") to the extent set forth in this Article IX in respect of any and all Losses reasonably and proximately incurred by any Seller Indemnitee: (i) as a result of any inaccuracy or misrepresentation in any representation or warranty of the Board Buyer made herein or any breach of Directorsor failure to perform any covenant, agreement or obligation of the Buyer in this Agreement or any agreement, document or certificate delivered hereunder; or (ii) as a result of liabilities of MTC and if there has been such a Change its Subsidiaries, including liabilities arising from matters, facts and circumstances set forth in Controlthe Seller Disclosure Schedule to Article IV hereof, other than a Change (x) Tax liabilities of MTC or any of its Subsidiaries arising from any Pre-Closing Period, (y) liabilities of MTC unrelated to its ownership of Oxy-Dry or (z) liabilities in Control respect of which has been approved by a majority Sellers are obligated to indemnify and hold harmless Buyer Indemnitees pursuant to Section 9.1(a). (d) Notwithstanding the foregoing paragraph (c): (i) Buyer shall not be liable under Section 9.1(c)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(c)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the "MINIMUM AMOUNT"), and thereafter Buyer shall be liable, subject to the other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Company's Board Minimum Amount; and (ii) The aggregate liability of Directors who were directors immediately prior to such Change in ControlBuyer for all Losses under this Agreement and any agreement, document or certificate delivered herewith and the Reviewing Party Acquisition shall not exceed Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT"); provided however, that the liability of Buyer for fraud shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeunlimited.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX on a joint and several basis by lawShareholders in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee (i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, as soon as practicable but warranty, covenant, agreement or obligation of Diverco or Shareholders in this Agreement or (ii) in connection with any event no later than thirty Environmental Liability. The aggregate liability of Shareholders collectively under this Section 9.01(a) of this Agreement shall not exceed the Purchase Price, except in the case of Damages due to Shareholders' fraud or willful misconduct. (30b) days after written demand is presented Shareholders and their Affiliates (collectively the "Shareholder Indemnitees") shall each be indemnified and held harmless to the Company, against extent set forth in this Article IX by Buyer in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Shareholder Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Buyer in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer (ii) Diverco's conduct of the Company unless Business after the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing. (bc) Notwithstanding the foregoing, (i) Buyer Indemnitees may not seek indemnification hereunder from Shareholders unless and until the obligations claims in the aggregate exceed $50,000, provided that if such threshold is exceeded, Buyer Indemnitees may seek indemnification hereunder for any and all claims subject to a one-time deductible in the amount of the Company under $10,000. This Section 2(a9.01(c) shall not apply to indemnification claims relating to Sections 3.01, 3.06, 3.21, 5.07 or 5.08, which will be subject fully indemnified by Shareholders. (d) From and after the Closing Date, Diverco shall have no liability to the condition that the Reviewing Party shall not have determined (in a written opinionShareholders for contribution or reimbursement due to, in any case in which the specialor other Damages arising out of, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance liability incurred by Shareholders pursuant to Section 2(a9.01(a) shall be subject to notwithstanding the condition that, if, when and to the extent fact that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings representations and warranties of Diverco and Shareholders in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, Article III and the Company hereby consents to service covenants of process Diverco and to appear Shareholders in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive Article V are joint and binding on the Company and Indemniteeseveral.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inATC and the direct and indirect subsidiaries of ATC (including Buyer and, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventafter the Closing has occurred, the Company Company) (collectively, the "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX by lawStockholder in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee (i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, as soon as practicable but warranty, covenant, agreement or obligation of the Company or Stockholder in this Agreement or (ii) in connection with any event no later Environmental Liability other than thirty Excluded Environmental Liabilities. The aggregate liability of Stockholder under this Section 9.01(a) shall not exceed the purchase price paid for the Shares pursuant to Section 2.02(b), except in the case of Damages due to Stockholder's fraud or willful misconduct. (30b) days after written demand is presented Stockholder and his Affiliates (collectively the "Stockholder Indemnitees") shall each be indemnified and held harmless to the Company, against extent set forth in this Article IX on a joint and several basis by Buyer and ATC in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Stockholder Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Buyer or ATC in this Agreement to or (ii) the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Company's conduct of the Company unless Business after the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing. (bc) Notwithstanding the foregoing, Buyer Indemnitees may not seek indemnification hereunder from Stockholder unless and until the claims in the aggregate exceed $20,000, provided that if such threshold is exceeded, Buyer Indemnitees may seek indemnification hereunder for any and all claims. (id) From and after the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawClosing Date, the Company shall be entitled have no liability to be reimbursed Stockholder for contribution or reimbursement due to, or other Damages arising out of, liability incurred by Indemnitee (who hereby agrees Stockholder pursuant to reimburse Section 9.01(a) notwithstanding that such liability may have arisen out of a misrepresentation or breach by the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxxxx Xxxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Upon the event Indemnitee wasterms and subject to the conditions of this Section 11, is or becomes a party Seller hereby agrees to or witness or other participant inindemnify, defend and hold harmless Buyer and its directors, officers, stockholders, representatives, successors and assigns ("Buyer Indemnified Parties") from and against all Damages based upon, arising out of, or is threatened to be made a party to resulting from (i) any misrepresentation or witness or other participant in, a Proceeding breach of warranty by reason of (or arising Seller set forth in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including (ii) the creation failure of Seller to perform any of its covenants and obligations under this Agreement or to obtain the Trust pursuant performance by its Affiliates of all applicable covenants and obligations hereunder or (iii) any Excluded Liability. (***) The omitted information has been filed separately with the Commission and is the subject of a confidential treatment request. (b) Upon the terms and subject to the conditions of this Section 4 hereof. 11, each of Parent and Buyer hereby jointly and severally agrees to indemnify, defend and hold harmless Seller and its directors, officers, shareholders, representatives, successors and assigns ("Seller Indemnified Parties") from and against all Damages based upon, arising out of, or resulting from (i) any misrepresentation or breach of warranty by Parent or Buyer set forth in this Agreement, (ii) the failure of either Parent or Buyer to perform its covenants and obligations under this Agreement or to obtain the performance by its Affiliates of all applicable covenants and obligations hereunder or (iii) any Assumed Liability. (c) Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingcontrary, (i) no claim for any misrepresentation or breach of any warranty or covenant hereunder shall be asserted by a Buyer Indemnified Party pursuant to Section 11.2(a), or a Seller Indemnified Party pursuant to Section 11.2(b), unless the obligations aggregate amount of Damages with respect to all such claims for which indemnification is sought (x) by the Company Buyer Indemnified Parties under Section 2(a11.2(a) or (y) by the Seller Indemnified Parties under Section 11.2(b) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinionexceed $1.0 million, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) in no event shall Seller be subject liable to the condition thatBuyer Indemnified Parties, if, when or Parent and Buyer be liable to the extent that Seller Indemnified Parties, for more than $18.0 million in the Reviewing aggregate with respect to all such claims for which indemnification is sought by the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, under Section 11.2(a) or Section 11.2(b), (iii) in no event shall Seller, or Parent and/or Buyer, be liable for any indirect or consequential losses, damages or liabilities or punitive or exemplary damages, unless the same are assessed against a Buyer Indemnified Party determines that Indemnitee would or a Seller Indemnified Party as a result of a claim for which Seller, or Parent and/or Buyer, as the case may be, is obligated to indemnify the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, asserted by a person who is not be permitted an Affiliate of Buyer or Seller, (iv) in no event shall a Buyer Indemnified Party have any claim under this Section 11 with respect to be so indemnified under applicable lawthe valuation of any inventory included in the IGC-Advanced Superconductor Division Assets or relating to any payment or refund provided for or contemplated by Sections 2.2, the Company 2.3 or 2.4 hereof and (v) in no event shall a Buyer Indemnified Party or a Seller Indemnified Party be entitled to be reimbursed by Indemnitee recover under Section 11.2(a) or Section 11.2 (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; providedb), howeverrespectively, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made matter or series or group of related matters, and neither shall any such matter or series or group of related matters count towards the respective $1.0 million and $18.0 million thresholds applicable to the Buyer Indemnified Parties and the Seller Indemnified Parties as specified in Section 11.2(c)(i), unless the Buyer Indemnified Party's or Seller Indemnified Party's Damages with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeexceed $50,000.

Agreement to Indemnify. Subject to the conditions and limitations ---------------------- set forth herein (a) In including the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising dollar limits set forth in part out of) an Indemnifiable EventSection 17), the Company shall indemnify Indemnitee Sellers agree to the fullest extent permitted indemnify, defend and hold harmless Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and reasonable expenses and including, without limitation, interest, penalties and reasonable attorneys fees and disbursements (collectively "Claims"), asserted against or imposed upon or incurred by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to Buyer ------ or the Company, and which result from or arise out of: (i) Any facts constituting a breach of any representation, warranty, or covenant of the Sellers or the Company contained in this Agreement; (ii) Any tax audit or workers' compensation audit asserted against Buyer or the Company with respect to any Taxes relating to the operation of the Company through the Closing Date, but only to the extent that such Claim for Taxes and/or workers' compensation premiums exceed reserves for such items set forth on the Closing Financial Statements; (iii) The existence of any Environmental Contamination upon a parcel of real property leased by the Company, which was both (A) caused by some act or omission of the Company and/or someone for whom the Company bears legal responsibility, and all Expenses, judgments, fines, penalties and amounts paid (B) not disclosed in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementthe Environmental Reports delivered to Buyer pursuant to subsection 6.17(b)(ii) of such Proceeding this Agreement; (iv) Litigation against the Company which both (A) arises from any act, transaction or occurrence happening prior to the Closing Date, and any federal, state, local or foreign taxes imposed (B) was not disclosed on the Indemnitee version of Schedule 6.13 delivered as of the Closing Date; or (v) Any other liability of the Company not specifically dealt with above, which arose or accrued prior to the Closing Date, except for (i) liabilities set ------ --- forth in the various schedules to this Agreement, (ii) liabilities disclosed on the Most Recent Balance Sheet, (iii) trade payables, accrued expenses, and performance obligations under contracts incurred in the ordinary course of business after the date of the Most Recent Balance Sheet, (iv) Corporate Level Taxes imposed upon the Company as a result of the actual or deemed receipt of any payments under this Agreement, including the creation sale of the Trust pursuant to Section 4 hereofShares, or imposed upon earnings of the Company in the ordinary course of business. Notwithstanding anything herein to the contrary, for purposes of determining the existence of an indemnifiable Claim under this Section 18.01(a) or the amount of any such Claim, the representations and warranties contained in this Agreement will be read without regard to any qualifications contained therein to the contrary and except as provided terms "materiality," "Company Material Adverse Effect," "knowledge" or terms of similar import, it being the intent of the parties to utilize the $280,000 deductible in Section 517.02 in lieu of, Indemnitee shall not be entitled to indemnification pursuant to this Agreement rather than in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of addition to, such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawqualifications. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Subject to the event limitations provided herein Buyer and its Affiliates (collectively, the "Buyer Indemnitees") shall each be indemnified and held harmless on a joint and several basis by Stockholder and Seller in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee was(i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, is warranty, covenant, agreement or becomes a party to obligation of Stockholder or witness or other participant inSeller in this Agreement, or is threatened to be made a party to or witness or other participant in(ii) in connection with any Excluded Liabilities. The aggregate Liability of Stockholder and Seller under Section 9.01(a)(i) shall not exceed $43,750,000, a Proceeding by reason except in the case of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Damages due to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty fraud or willful misconduct of Stockholder or Seller. (30b) days after written demand is presented Subject to the Companylimitations provided herein, against Stockholder, Seller and their Affiliates (collectively the "Seller Indemnitees") shall each be indemnified and held harmless by Buyer in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect proximately incurred by any of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under representation, warranty, covenant, agreement or obligation of Buyer in this Agreement, including (ii) Assumed Liabilities or (iii) the creation conduct of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to OEM Business after the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing Date. (bc) Notwithstanding the foregoing, (i) the obligations of the Company Buyer Indemnitees may not seek indemnification under Section 2(a9.01(a) for any particular claim that does not exceed $25,000, such claim being treated as if it did not exist for purposes of this Agreement. (d) Notwithstanding the foregoing, Buyer Indemnitees may not seek indemnification under Section 9.01(a) unless and until the claims in the aggregate exceed $750,000, provided that if such threshold is exceeded, the Buyer Indemnitees may seek indemnification hereunder only for such excess. The foregoing limitation shall be subject not apply to Damages relating to Excluded Liabilities or Damages due to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation fraud or willful misconduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted Stockholder or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSeller.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Section 11, Seven will indemnify and hold harmless Portable and its officers, directors, agents and employees, and each person, if any, who controls or may control Portable within the meaning of the Securities Act (hereinafter referred to individually as soon an "INDEMNIFIED PERSON" and collectively as practicable but in any event no later than thirty (30"INDEMNIFIED PERSONS") days after written demand is presented to the Company, from and against any and all Expensesclaims, judgmentsdemands, finesactions, penalties causes of actions, losses, costs, damages, liabilities and amounts paid in settlement expenses including, without limitation, reasonable legal fees actually incurred by Portable (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementhereinafter referred to as "DAMAGES"): (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt Arising out of any payments under this Agreement, including the creation misrepresentation or breach of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or default in connection with any Proceeding initiated of the representations, warranties and covenants given or made by Indemnitee against the Company Seven in this Agreement or any director certificate, document or officer instrument delivered by or on behalf of Seven pursuant hereto (other than with respect to changes in the truth or accuracy of the Company unless representations and warranties of Seven under this Agreement after the Company date hereof if Seven has joined advised Portable of such changes in or consented an update to Exhibit 3.0 delivered prior to the initiation Closing and Portable has nonetheless proceeded with the Closing); or (b) Resulting from any failure of any Seven Shareholders to have good, valid and marketable title to the issued and outstanding Seven Common Stock held by such Proceedingshareholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or to have full right, capacity and authority to vote such Seven Common Stock in favor of the Merger and the other transactions contemplated by the Agreement of Merger. If so requested by IndemniteeIn seeking indemnification for Damages under this Section, the Company Indemnified Persons shall advance, within ten (10) business days of such request, exercise their remedies solely with respect to the Escrow Shares and any and all Expenses other assets deposited in escrow pursuant to Indemnitee (an "Expense Advance")the Escrow Agreement; provided, however, that no such Expenses shall claim for Damages will be advanced only upon delivery to asserted after the Company of an undertaking by or on behalf expiration of the Indemnitee Escrow Period. Except for intentional fraud: (i) no Seven Shareholder shall have any liability to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only an Indemnified Person under this Agreement except to the extent permitted by law. (b) Notwithstanding of such Seven Shareholder's Escrow Shares and any other assets deposited under the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Escrow Agreement and (ii) the obligation of the Company to make an Expense Advance pursuant to remedies set forth in this Section 2(a) 11.2 shall be subject the exclusive remedies of Portable and the other Indemnified Persons hereunder against any Seven Shareholder. The indemnification provided for in this Section 11.2 shall not apply unless the aggregate Damages for which one or more Indemnified Persons is entitled to indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (the condition that"BASKET"), if, when and in which case the indemnification provided for in this Section 11.2 shall apply to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be aggregate Damages for which one or more Indemnified Persons is entitled to be reimbursed by Indemnitee indemnification exceeds Twelve Thousand Five Hundred Dollars (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed$12,500). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to or has a reasonable belief that it may be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) of an Indemnifiable Event, the Company shall indemnify the Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no not later than thirty (30) 60 days after written demand is presented to the Company, against for any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges Expenses paid or payable incurred by the Indemnitee in connection therewith. If the Indemnitee is entitled to indemnification by the Company for some or a portion of the Expenses in connection with a Claim, issue or in respect matter relating thereto, but not all of such Expensesthe amount thereof, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Company shall indemnify the Indemnitee as a result of for the actual or deemed receipt of any payments under this Agreement, including portion to which the creation of the Trust pursuant to Section 4 hereofIndemnitee is entitled. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a final judgment of a court of competent jurisdiction adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith, were the result of active and deliberate dishonesty or that the Indemnitee personally gained a financial profit to which the Indemnitee was not legally entitled. The Indemnitee shall provide prompt written notice to the Company of any Claim in connection with any Proceeding initiated by which the Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented may assert a right to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")be Indemnified hereunder; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf failure of the Indemnitee to repay provide such amount if it is ultimately determined that Indemnitee is notice shall not entitled affect the Indemnitee’s rights hereunder except to be indemnified by the Company; provided further, that extent the Company shall make such advances only to the extent permitted by lawhave been materially prejudiced as a direct result thereof. (b) Notwithstanding the foregoing, (i) the The obligations of the Company under Section 2(aparagraph (a) of this Article shall be subject to the condition that the Reviewing Party shall not have authorized such indemnification in the specific case by having determined (in a written opinion, in any case in which that the special, independent counsel referred to in Section 3 hereof Indemnitee is involved) that Indemnitee would not be permitted to be indemnified under the applicable law, and provisions set forth in such paragraph (ii) the obligation of the a). The Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in use its best efforts to facilitate a court of competent jurisdiction to secure a prompt determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted with respect to be indemnified under applicable law shall not be binding and the Claim. In connection therewith, the Indemnitee shall not be required afforded the opportunity to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as make submissions to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by with respect to the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereofClaim. If there has been no determination by the Reviewing Party within the time period specified in paragraph (a) of this Article, or if the Reviewing Party determines that the Indemnitee substantively would is not be permitted to be indemnified in whole or in part under applicable lawhereunder, the Indemnitee shall have the right to commence litigation in any court in the States Northern District of California or Delaware Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial a determination by the court of the Indemnitee’s right to indemnification or challenging any such determination by the Reviewing Party or any aspect thereof, Party; and the Company hereby consents to service of process and to appear in any such proceeding, and agrees that a final determination in any such proceeding shall be conclusive and binding on it. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. All costs and expenses (including, without limitation, attorneys fees and disbursements) in connection with the Reviewing Party’s review and any litigation relating thereto shall be borne by the Company, unless it is determined in any such litigation with respect to litigation costs that the Indemnitee’s suit was frivolous. Pending a final determination hereunder, the Company, upon the written request of the Indemnitee, shall take all such action as may be necessary or appropriate (including, without limitation, the posting of any surety, appeal or other bonds) to stay or prevent any execution, enforcement or collection of any judgments, penalties, fines or other amounts for which the Indemnitee may be liable and for which the Indemnitee has requested indemnification hereunder or under the Company’s Articles of Incorporation, Bylaws or the applicable laws of the State of Texas.

Agreement to Indemnify. (a) In the event Indemnitee wasThe Company will, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law, as soon as practicable but in any event no later than thirty indemnify and hold harmless each Indemnified Person against all claims, liabilities and expenses of whatever nature (30“Claims”) days after written demand is presented relating to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable activities undertaken in connection with or in respect of such Expenses, judgments, fines, penalties relation to the Company or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and attorneys’, accountants’ and other professionals’ fees and expenses and all other expenses reasonably incurred in the creation defense, prosecution or preparation for the defense or prosecution of, or preparing to testify as a witness in connection with, any such Claim (all of such amounts covered by this Section 12.2 are referred to as “Losses”) imposed upon or reasonably incurred by such Indemnified Person in connection with the defense, prosecution or other disposition of any action, suit, arbitration or other proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, before any court, administrative body or arbitrator in which such Indemnified Person may be or may have been involved, as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, except with respect to any matter as to which such Indemnified Person did not act in good faith and in the reasonable belief that such Indemnified Person’s action was in or not opposed to the best interests of the Trust pursuant to Section 4 hereofCompany or constituted gross negligence, intentional misconduct or fraud. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not No indemnification will be entitled to indemnification payable pursuant to this Agreement Section 12.2 to an Indemnified Person: (i) against any liability incurred by reason of conduct that has been finally determined (without right to further appeal) to be Disabling Conduct by such Indemnified Person; (ii) in connection with respect of any Proceeding initiated action by Indemnitee against or in the Company or any director or officer right of the Company unless the Company has joined in or consented against such Indemnified Person if such Indemnified Person is adjudged to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery liable to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances unless and only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party court in which such Proceeding was brought determines that Indemnitee would not be permitted to be so indemnified under applicable lawupon application that, despite the Company shall be adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to be reimbursed indemnity for such expenses which such court or arbitrator deems proper; and (iii) in respect of any Proceeding brought or maintained by Indemnitee (who hereby agrees to reimburse such Indemnified Person against the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of DirectorsManagers or any Member or such Member’s Affiliates. The termination of any Proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that such Indemnified Person was guilty of Disabling Conduct or that such Person did not act in good faith, and if there has been in a manner such a Change Indemnified Person reasonably believed to be in Control, other than a Change in Control which has been approved by a majority or not opposed to the best interests of the Company's Board of Directors who were directors immediately prior Company or that such Indemnified Person had reasonable cause to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines believe that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeits conduct was unlawful.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys' and other professionals' fees and other out-of- pocket expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature ("Proceeding") In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations fact that the Indemnitee is or was a director, officer, employee or agent at any time after the Commencement Time of the Company under Section 2(a) shall be subject to Corporation or is or was at any time after the condition that Commencement Time serving at the Reviewing Party shall not have determined (in request of the Corporation as a written opiniondirector, in any case in which the specialofficer, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawemployee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the obligation Indemnitee in such capacity that occurred after the Commencement Time, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) reasonably believed to be in or not opposed to the best interests of the Company Corporation and (y) with respect to make an Expense Advance pursuant any criminal action or proceeding, had reasonable cause to Section 2(a) shall be subject to the condition thatbelieve was lawful; PROVIDED, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, howeverHOWEVER, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that jurisdiction, after exhaustion of all appeals therefrom, adjudges the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required liable to reimburse the Company Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party amount or if the Reviewing Party determines that Indemnitee substantively would not be permitted pays an amount in settlement to be indemnified in whole or in part under applicable lawthe Corporation, the Corporation may indemnify the Indemnitee shall have for such amount only with the right to commence litigation in any court in the States approval of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteecourt.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, Control the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawconditions and provisions set forth in this Article VIII, as soon as practicable but in any event no later than Seller, George and John agree, upon xxx xapse xx xhe thirty (30) days day period after written demand Seller is presented notified in writing of such a demand, claim, action or cause of action, to indemnify, defend and hold harmless the Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by the Buyer, as the case may be, directly or indirectly, in whole or in part, resulting from (i) all debts, liabilities and obligations, actual or alleged, arising at any time from or related to the Companyownership, against control or operation of the Assets or Business by Seller prior to Closing, (ii) sales taxes imposed upon Seller and arising out of the operation of the Businesses or with respect to Seller's ownership, use, control, operation or sale of the Assets, (iii) any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid obligation of Seller pertaining to interest on the shareholder loans whether directly to the shareholder advancing funds to Seller or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and to any federal, statestate or local tax authority, (iv) a breach of any covenant, or the inaccuracy in any respect of any representation or warranty, of Seller contained in or made pursuant to this Agreement and (v) all other liabilities for which the Buyer may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the ownership, control or foreign taxes imposed operation of the Assets on and prior to the Indemnitee Closing Date and liabilities arising as a result of the actual calculation of same. (b) Subject to the conditions and provisions of this Article VIII, Buyer agrees, upon the lapse of the thirty (30) day period after Buyer is notified in writing of such a demand, claim, action or deemed receipt cause of action, to indemnify, defend and hold harmless the Seller from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including reasonable attorney fees, asserted against or imposed upon or incurred by the Seller, as the case may be, directly or indirectly, in whole or in part, resulting from (i) the failure of Buyer to pay any of the Assumed Liabilities (except as may be set forth in Section 1.2 above), (ii) a breach of any payments under covenant, or other inaccuracy in any respect of any representation or warranty, of Buyer contained in or made pursuant to this Agreement, including (iii) all other liabilities for which Seller may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the creation ownership, control or operation of the Trust pursuant Assets after the Closing Date and liabilities arising as a result of the calculation of same. (c) All of the adjustments, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses to Section 4 hereof. Notwithstanding anything in this Agreement which a party may be entitled to the contrary and except as provided in Section 5, Indemnitee shall not recover or for which such party may be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall hereinafter be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) as the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"Indemnification Claims".

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid actually and reasonably incurred by him or payable her in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant Trust) if he or she acted in good faith and in a manner which he or she reasonably believed to Section 4 hereofbe in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the Company shall not indemnify Indemnitee for any Expenses incurred in a Proceeding instituted by an appropriate bank regulatory agency if that Proceeding results in a final order assessing civil monetary penalties or requiring affirmative action by Indemnitee in the form of payments to the Company. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be so indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Notwithstanding any other provision in this Agreement, Expenses incurred in defending a Proceeding that is an administrative or civil action initiated by a federal bank regulatory agency shall be advanced only if Indemnitee agrees in writing to reimburse the Company for that portion of the advanced Expenses as to which it is ultimately determined that Indemnitee was not entitled to indemnification and the Reviewing Party has first made a determination in writing that Indemnitee acted in good faith and in a manner he or she believed to be in the best interests of the Company and that the advancing of such Expenses will not adversely affect the safety and soundness of the Company. Expenses shall be advanced, however, only upon delivery to the Company of a written binding agreement by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Indemnitee's ’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States State of California or Delaware Colorado having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles and the Companies Law, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Corporate Status to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Eventthe Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company shall indemnify against all Expenses and Liabilities properly incurred or paid by the Indemnitee to or on the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee’s behalf in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding (referred to herein as “Indemnifiable Expenses” and any federal“Indemnifiable Liabilities,” respectively, state, local or foreign taxes imposed on the Indemnitee and collectively as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"“Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that exceptions contained in Section 4, Section 6 and Section 8 below, if the Reviewing Party shall not have determined (in Indemnitee was or is, or is threatened to be made, a written opinion, party to or participant in any case Proceeding by or in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the condition thatexceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, when and to by reason of the extent that Indemnitee’s Corporate Status, the Reviewing Party determines that Indemnitee would not be permitted is, or is threatened to be so indemnified under applicable lawmade, a party to or participant in any Proceeding (including a Proceeding by or in the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse right of the Company) for all such amounts theretofore paid; provided, however, provided that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law no circumstances shall not be binding and Indemnitee shall not be required to reimburse the Company for be obligated to make any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, payment to the extent Indemnitee that it is advised by its legal advisers would be unlawful under the laws of Jersey or is otherwise not permitted by law. If there has not been a Change in Control, pursuant to the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeArticles.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Xxxxx Xxxx - Indemnification Agreement_v2 Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Purchaser shall be indemnified and held harmless to the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding extent set forth in this ARTICLE VIII by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expensesdemands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, penalties sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including all interest, assessments and other charges paid or payable in connection with or (i) interest on cash disbursements in respect of any of the foregoing at the per annum rate of interest publicly announced from time to time by the Bank of America as its prime rate (or reference rate), compounded quarterly, from the date each such Expensescash disbursement is made until the person incurring the same shall have been indemnified in respect thereof and (ii) reasonable costs, judgmentsfees and expenses of attorneys, fines, penalties or amounts paid in settlement) accountants and other agents of such Proceeding person (collectively, "DAMAGES") reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Purchaser as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreementrepresentation, including warranty, covenant or agreement made by the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Company in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.and (b) Notwithstanding The Company shall be indemnified and held harmless to the foregoing, (i) the obligations extent set forth in this ARTICLE VIII by Purchaser in respect of any and all Damages reasonably and proximately incurred by the Company under Section 2(aas a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement. (c) shall be subject to the condition that the Reviewing Party shall not have determined (Except as set forth in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawSECTIONS 8.1(a), and (iib) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and except to the extent that the Reviewing Party determines that Indemnitee would not be permitted of confidentiality provisions in this Agreement, no person shall have any claim or cause of action as a result of any inaccuracy or misrepresentation in or breach of or failure to be so indemnified under applicable lawperform any representation, the Company warranty, covenant, agreement or obligation of a party providing indemnification (each, an "INDEMNIFYING PARTY") against any affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party. Nothing set forth in this ARTICLE VIII shall be deemed to prohibit or limit the right of a party entitled to be reimbursed by Indemnitee indemnification (who hereby agrees to reimburse each, an "INDEMNITEE") at any time before, on or after the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonClosing Date, to seek injunctive or other equitable relief for the extent permitted by law. If there has not been a Change in Control, the Reviewing failure of any Indemnifying Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party perform any covenant or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeagreement contained herein.

Agreement to Indemnify. (a) In Subject to Section 4 hereof and except as otherwise provided in this Agreement, the event Corporation shall indemnify and hold harmless the Indemnitee was(i) against any reasonable expenses (including attorneys' fees) in advance of the final disposition of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether civil, criminal, administrative or investigative ("Proceeding"), without requiring a determination of the ultimate entitlement to indemnification, or (ii) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any Proceeding in which the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to because he is or witness was an officer and/or a director of the Corporation or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other participant inenterprise unless it is established that (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active or deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property, or services; or (c) in the case of a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcriminal proceeding, the Company shall indemnify Indemnitee had reasonable cause to believe that the fullest extent permitted act or omission was unlawful. If the Proceeding is one by lawor in the right of the Corporation, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or indemnification may not be made in respect of such Expenses, judgments, fines, penalties or amounts paid any Proceeding in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on which the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant shall have been adjudged to Section 4 hereof. Notwithstanding anything in this Agreement be liable to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawCorporation. (b) Notwithstanding The termination of any Proceeding by judgment, order, or settlement does not create a presumption that the foregoingIndemnitee did not meet the requisite standard of conduct set forth in subsection 1(a) above. The termination of any Proceeding by conviction, or by plea of nolo contendre or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct. (ic) the obligations of the Company An Indemnitee may not be indemnified under Section 2(a1(a) shall be subject in respect of any Proceeding charging improper personal benefit to the condition that Indemnitee, whether or not involving action in the Reviewing Party shall not have determined (in a written opinionIndemnitee's official capacity, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted was adjudged to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding liable on the Company and Indemniteebasis that personal benefit was improperly received.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inBuyer, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of RBC and their Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article 7 by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or Seller in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementany Damages reasonably and proximately incurred by any Buyer Indemnitee (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5or any agreement, Indemnitee shall not be entitled to indemnification pursuant to this Agreement document or certificate delivered hereunder, (ii) in connection with any Proceeding initiated by Indemnitee against Excluded Liability, or (iii) in connection with any Liability arising during, or directly or indirectly associated with, the Company or any director or officer Interim Period and not arising in the ordinary course of the Company unless Business. Notwithstanding the Company has joined foregoing, Seller shall not be liable as an Indemnifying Party with respect to any claim relating to an inaccuracy or misrepresentation in or consented breach of any representation or warranty under subsection (a)(i) above if Buyer had Knowledge of such inaccuracy, misrepresentation or breach on or before the Closing Date. Further, Seller shall not be liable as an Indemnifying Party until all claims by the Buyer Indemnitees for indemnification exceed $75,000 in the aggregate, and thereafter Seller shall be liable, subject to the initiation of such Proceeding. If so requested by Indemniteeother limitations provided for elsewhere in this Agreement, the Company shall advance, within ten (10) business days of such request, any and for all Expenses to Indemnitee (an "Expense Advance")indemnification claims; provided, however, that such Expenses Seller shall be advanced only upon delivery liable, subject to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified other limitations provided for elsewhere in this Agreement, for all claims by the Company; provided furtherBuyer Indemnitees, regardless of amount, arising out of (i) the fraud or willful misconduct of Seller, (ii) any Lien that does not constitute a Permitted Lien, (iii) any Third Party Claim or (iv) any Excluded Liability. The aggregate liability of Seller collectively under this Section 7.1(a) of this Agreement shall not exceed $5,000,000, provided, however, that there shall be no limit on the Company shall make such advances only to the extent permitted aggregate liability of Seller for Damages incurred by lawBuyer in connection with: (1) Seller's fraud or willful misconduct; (2) any Excluded Liability; or (3) a Third Party Claim arising from an Excluded Liability; or (4) any Lien that does not constitute a Permitted Lien. (b) Notwithstanding Seller and its Affiliates (collectively the foregoing, "Seller Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article 7 by Buyer and RBC in respect of any and all Damages reasonably and proximately incurred by any Seller Indemnitee as a result of (i) the obligations any inaccuracy or misrepresentation in or breach of the Company under Section 2(a) shall be subject or failure to the condition that the Reviewing Party shall not have determined (perform any representation, warranty, covenant, agreement or obligation of Buyer or RBC in a written opinionthis Agreement, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) failure of Buyer or RBC to pay and discharge the obligation Assumed Liabilities or (iii) the conduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Business after the condition thatEffective Time, if, when and but only to the extent that (A) such Damages are directly attributable to periods following the Reviewing Party determines Effective Time, (B) such Damages are not proximately caused by actions of Seller prior to the Effective Time, (C) such Damages do not arise from an Excluded Liability, (D) if the underlying act or omission giving rise to such Damages began or occurred prior to the Effective Time and continued after the Effective Time, such Damages increased following such time that Indemnitee would not be permitted Buyer obtained Knowledge thereof and failed to be so indemnified under applicable lawtake reasonable actions after the Closing Date in response thereto, and (E) if such Damages arose by reason of Liabilities incurred during, or with respect to, the Company shall be entitled Interim Period, they are not subject to be reimbursed by Indemnitee Seller's indemnification responsibilities set forth in subsection (who hereby agrees to reimburse the Companya)(iii) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeabove.

Agreement to Indemnify. (a) In Subject to Section 2 hereof and except as provided in subsection 1(b) below, the event Corporation shall indemnify the Indemnitee wasagainst expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal ("Proceeding"), including any appeal therefrom, in which the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to because he is or witness was an officer [AND/OR A DIRECTOR] of the Corporation or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other participant inenterprise if (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, a and (ii) with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by reason judgment, order, settlement, conviction or upon a plea of (nolo contendere or arising its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee good faith and in a manner which he reasonably believed to be in or not opposed to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result best interests of the actual or deemed receipt of Corporation, or, with respect to any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such criminal Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only Indemnitee had reasonable cause to the extent permitted by lawbelieve that his conduct was unlawful. (b) Notwithstanding anything to the foregoingcontrary set forth in subsection 1(a) above, (i) the obligations Corporation shall not be required to indemnify the Indemnitee in connection with any Proceeding by or in the right of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case Corporation in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted shall have been adjudged to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject liable to the condition that, if, when Corporation unless and only to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawcourt in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Company shall be Indemnitee is fairly and reasonably entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all indemnity of such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a expenses which such court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedeem proper.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereof(as defined below)). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be so indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee Indemnittee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Expenses shall be advanced, however, only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article VIII by law, as soon as practicable but each Shareholder in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Buyer Indemnitee as a result of the actual or deemed receipt any breach of any payments under this Agreementrepresentation or warranty made by such Shareholder in Article III hereof (collectively, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense AdvanceArticle III Claims"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Each Buyer Indemnitee shall be indemnified and held harmless to the extent set forth in this Article VIII by Shareholders severally in their respective Pro Rata Portions in respect of any and all Damages reasonably and proximately incurred by any Buyer Indemnitee as a result of: (1) any breach of any representation, warranty, covenant or agreement made in this Agreement (other than in Article III) by Tranzparts prior to the Closing or Shareholders at any time or (2) any of the items set forth on SCHEDULE 4.19(a)(i) (collectively with Article III Claims, "Buyer Indemnifiable Claims"). (c) Shareholders and their respective Affiliates (collectively, the "Shareholder Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article VIII by Buyer in respect of any and all Damages reasonably and proximately incurred by any Shareholder Indemnitee as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement. (d) Except as set forth in Sections 8.01(a), (b) and (c), no Person shall have any claim or cause of action as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, warranty, covenant, agreement or obligation of any Indemnifying Party referred to in this Section 8.01 against any Affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party. Nothing set forth in this Article VIII shall be deemed to prohibit or limit any Buyer Indemnitee's or Shareholder Indemnitee's right at any time before, on or after the Closing Date, to seek injunctive or other equitable relief for the failure of any Indemnifying Party to perform any covenant or agreement contained herein. (e) Notwithstanding the foregoing, Buyer Indemnitees may not seek indemnification hereunder from Shareholders unless and until the Buyer Indemnifiable Claims in the aggregate exceed Fifty Thousand Dollars ($50,000) (the "Basket") and then only for amounts in excess of the Basket. This Section 8.01(e) shall not apply to the Article III Claims, indemnification claims relating to Sections 4.03 or 4.18 (the "Fully Covered Claims"), or indemnification claims relating to Section 4.21 of Article IV so long as such claims relate to the status and taxation of the Company as an S corporation under Section 1361 ET. SEQ. of the Code (and any corresponding provisions of all applicable state and local income tax laws) (the "S Corporation Claims"), which will be fully indemnified by Shareholders. (f) The maximum aggregate liability of each Shareholder to indemnify the Buyer Indemnitees under this Article VIII shall not exceed (i) the obligations thirty-five percent (35%) of such Shareholder's Pro Rata Portion of the Company under Total Consideration with respect to those claims other than Article III Claims, Fully Covered Claims, S Corporation Claims and indemnification claims relating to Section 2(a4.19 ("Environmental Claims") shall be subject (ii) one hundred percent (100%) of such Shareholder's Pro Rata Portion of the Total Consideration with respect to the condition Article III Claims, Fully Covered Claims and Environmental Claims; PROVIDED, HOWEVER, that the Reviewing Party shall not have determined sum of (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involvedi) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of this Section 8.01(f) shall not exceed such Shareholder's Pro Rata Portion of the Company to make an Expense Advance pursuant to Section 2(a) Total Consideration. There shall be subject no maximum aggregate liability of Shareholders to indemnify the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified Buyer Indemnitees under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made this Article VIII with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeS Corporation Claims.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party The Companies hereby agrees to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as soon such may be amended from time to time, as practicable but in any event no later than thirty follows: (30a) days after written demand is presented Subject to the Companyexceptions contained in Section l0(a)(iv) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of any of the Companies) by reason of Indemnitee’s Company Status, Indemnitee shall be indemnified by the Companies against any and all Expenses, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interestactually and reasonably incurred by him, assessments and other charges paid or payable on his behalf, in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director claim, issue or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawmatter therein. (b) Notwithstanding Subject to the foregoingexceptions contained in Section 10(a)(v) below, (i) if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the obligations right of any of the Companies to procure a judgment in its favor by reason of Indemnitee’s Company under Section 2(a) Status, Indemnitee shall be subject to indemnified by the condition that Companies against all Expenses incurred or paid by the Reviewing Party shall not have determined Indemnitee in connection with such Proceedings. (in a written opinion, in any case in which c) In consideration for the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Apax Funds designation of its partners and (ii) the obligation employees as members of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Companies’ Board of Directors, and if there has been such a Change in Controlany Apax Fund is, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted is threatened to be indemnified made, a party to or a participant in any Proceeding, then to the extent the Apax Fund’s involvement in the Proceeding arises in whole or in part under applicable lawor directly or indirectly from the Indemnitee’s service to any of the Companies as an officer or director of such Company, Indemnitee the Apax Fund shall have be entitled to all of the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof indemnification rights and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereofremedies, and shall to the Company hereby consents extent indemnified hereunder, undertake the obligations of the Indemnitee, under this Agreement to service of process the same extent as Indemnitee and to appear in any the same extent as if such proceedingApax Fund was a party hereto. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeEach Apax Fund is an intended third party beneficiary under this Agreement.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Article IX, as soon as practicable but in any event no later than thirty after the Closing: (30i) days after written demand is presented to each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Company, Buyer Indemnitees from and against any and all ExpensesLosses which are incurred or suffered by a Buyer Indemnitee and which arise out of or result from any breach of any representation, judgmentswarranty, finescovenant or agreement of any Seller, penalties and amounts paid in settlement (including all interestor any representation, assessments and other charges paid warranty, or payable in connection with pre-Closing covenant or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result agreement of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything contained in this Agreement (other than Article IV), or any certificate delivered by the Stockholders Representative on behalf of the Sellers or delivered by the Company pursuant hereto (other than to the contrary and except as extent it relates to Article IV), provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated a Buyer Indemnitee’s claim therefor is instituted by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented written notice to the initiation of such Proceeding. If so requested by IndemniteeStockholders Representative prior to the Release Date; (ii) each Seller shall severally (and not jointly) indemnify, defend and hold harmless the Company shall advance, within ten (10) business days of such request, Buyer Indemnitees from and against any and all Losses which are incurred or suffered by any Buyer Indemnitee and which arise out of or result from any breach of any representation or warranty of such Seller contained in Article IV of this Agreement or any certificate delivered by the Stockholders Representative (on behalf of the Sellers) or the Company pursuant hereto (to the extent it relates to Article IV); (iii) each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses which are incurred or suffered by a Buyer Indemnitee and which arise out of or result from (A) the Delphi Liability, (B) any Indebtedness of any of the Companies (other than Indebtedness owed by one of the Companies to any one of the other Companies) outstanding as of immediately prior to the Closing that is not included on the Payment Notice, and (C) any Transaction Expenses that are not (1) included on the Payment Notice or paid prior to the Closing. (iv) each Seller, severally and not jointly, on a Pro Rata basis, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses which are incurred or suffered by a Buyer Indemnitee and which arise out of result from the pending environmental site cleanup for fluorine contamination at 136 Axxxxxxxx-Xxxxxx, Xxxxxxxx, Xxxxx, 000-0000, Xxxxx (an "Expense Advance"xxx “Anegasaki Cleanup”); provided, however, that such Expenses the Buyer Indemnitees shall not be indemnified pursuant to this Section 9.1(a)(iv) unless the Anegasaki Cleanup is required by Nippon Sheet Glass Company, Ltd. (“NSG”) or ordered by any governmental Authority. No Seller shall be advanced only upon delivery to held responsible for the Company indemnification obligations of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawany other Seller under this Section 9.1. (b) Other than with respect to fraud by the Company or any of the Sellers, Buyer’s sole and exclusive rights and remedies after the Closing based on, arising out of or relating to this Agreement and any of the certificates delivered pursuant hereto (whether stated as breach of contract, tort or otherwise) shall be those rights and remedies set forth in this Article IX. Without limiting the generality of the preceding sentence, after the Closing, other than with respect to fraud, no legal action sounding in contribution, tort or strict liability (in each case, other than claims made or contemplated by this Article IX) may be maintained by any party hereto, or any of their respective officers, directors, employees, stockholders, affiliates, representatives, agents, successors or assigns, against any other party hereto with respect to any matter that is the subject of Article IX, and Buyer, for itself and its officers, directors, employees, stockholders, affiliates representatives, agents, successors and assigns, hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any Applicable Law. (c) Notwithstanding anything herein to the foregoingcontrary, none of Sellers, Buyer or the Company shall have any liability under this Agreement (including, without limitation, this Article IX) for, and Losses shall not include, any punitive, incidental, consequential or special damages. (d) For purposes of determining any Seller’s liability under this Article IX for any Losses, appropriate reductions shall be made to reflect the following: (i) the obligations net recovery pursuant to any insurance policy that is received by the applicable Buyer Indemnitee in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Losses; and (ii) the obligation present value (at an 8% discount rate), as of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to date payment is made, of the condition thatactual net Tax costs and Tax benefits, ifif any, when that are incurred and to recognized by such Buyer Indemnitee arising from the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidpayment or accrual of any Losses; provided, however, in the event an indemnification payment is not treated as a purchase price adjustment pursuant to Section 9.5, then there shall be no reduction for net Tax benefits pursuant to this clause (ii). If an indemnification payment is received by a Buyer Indemnitee, and that if Buyer Indemnitee has commenced legal proceedings later receives insurance proceeds, other net third party recoveries or Tax benefits in respect of the related Losses that were not previously credited against such indemnification payment when made, such Buyer Indemnitee shall promptly, but in no event later than fifteen Business Days after receipt by such Buyer Indemnitee of such insurance proceeds, other net third party recoveries (net of costs to obtain the same) or Tax benefits, pay to Sellers (Pro Rata unless the indemnification is pursuant to Section 9.1(a)(ii)), a court sum equal to the lesser of competent jurisdiction (A) the actual amount of such insurance proceeds (after giving effect to secure a determination any deductible and net of any costs to obtain the same), other net third party recoveries and net Tax benefits or (B) the actual amount of the indemnification payment previously paid by such Seller with respect to such Losses. Buyer shall use commercially reasonable efforts to collect amounts available under insurance coverages and pursue such claims relating to any Losses for which it is seeking indemnification. (e) If the Aggregate Purchase Price is adjusted downward due to facts or circumstances that Indemnitee should be indemnified under applicable lawgive rise to any Post-Closing Reduction pursuant to Section 2.3(a) of this Agreement, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law Buyer shall not also be binding and Indemnitee shall not be required entitled to reimburse the Company indemnification for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights breaches of appeal therefrom have been exhausted representations, warranties, covenants or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, other agreements arising from such facts or circumstances to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteePost Closing Reduction.

Agreement to Indemnify. Each Company Securityholder (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall indemnify Indemnitee to “Indemnifying Parties”), severally and not jointly, will as of and after the fullest extent permitted by lawClosing, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to indemnify, save, defend, and hold harmless each of the Company, Indemnified Parties from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Damages incurred in connection with, arising out of, resulting from, or incident to, in each case with respect to itself and, unless otherwise specifically specified below, limited to such Company Securityholder’s Pro Rata Percentage of the Indemnity Escrow Amount: (i) any inaccuracies in or breach of any representations made by the Company or such Company Securityholder in this Agreement; (ii) any breach of any covenant or agreement made by the Company or such Company Securityholder in or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under accordance with this Agreement, including ; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement Company or such Company Securityholder (or any Person acting on their behalf) in connection with any Proceeding initiated of the Transactions; (iv) any breach of any covenant or agreement made by Indemnitee against any Indemnifying Party in any Ancillary Agreement delivered by such Indemnifying Party; (v) any Indebtedness of the Company or any director or officer Company Transaction Expenses that are unpaid as of the Closing and not taken into account in the final calculation of Closing Indebtedness or Closing Transaction Expenses; (vi) any claim or allegation that any Company unless Securityholder or any other Person is entitled to any amount in connection with the Transactions (other than, with respect to any Company has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeSecurityholder, the consideration allocable to such Company shall advanceSecurityholder in accordance with Article I, within ten as set forth in the Closing Consideration Schedule); (10vii) business days of such requestany Pre-Closing Tax, any and all Expenses to Indemnitee except (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only i) to the extent permitted by law. (b) Notwithstanding such Taxes are included in the foregoingClosing Statement or are expressly taken into account in Indebtedness, (i) Closing Transaction Expenses or the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, Adjustment Amount and (ii) any Excluded Tax Liability. (viii) the obligation matters set forth on Section ‎8.2 of the Company Disclosure Schedule. For purposes of clarifying the meaning of “several” indemnification by each Indemnifying Party under this Section ‎8.2(a): (x) any portion of the Indemnity Escrow Amount that is recovered by Parent, the Purchaser or any Indemnified Party in accordance with this Article VIII will be deemed to make an Expense Advance pursuant have been “severally” recovered from the Indemnifying Parties in accordance with the terms of this Agreement; (y) with respect to claims for indemnification under this Section 2(a‎8.2(a) shall that are not recovered from the Indemnity Escrow Amount (which, for the avoidance of doubt, will be the secondary means of recourse and will only be available in the event in which the R&W Insurance Policy has been depleted and paid out in full to the Parent or Purchaser or otherwise does not cover the indemnifiable event, as set forth in Section ‎8.2(f)(A)), (1) if any indemnification payment is owed, each Indemnifying Party’s indemnification obligation in accordance with this Article VIII will be equal to such Indemnifying Party’s Pro Rata Percentage of the applicable Damages subject to the limitations set forth in Section ‎8.2(f) below, with respect to which the indemnification payment is made and (2) such claim for indemnification will be subject to Section ‎11.17; and (z) in the condition thatcase of a claim for indemnification against one or more (but not all) Indemnifying Parties (any such claims, if“Indemnifying Party Specific Claims”), when and the Indemnified Party will have the right, subject to the extent applicable limitations set forth herein, including in Section ‎8.2(f) below, to (1) offset the applicable Damages from the portion of the Indemnity Escrow Amount that would otherwise be allocable to the Reviewing Indemnifying Party determines responsible for the breach that Indemnitee would not gave rise to such claim for indemnification (each, a “Responsible Indemnifying Party”), in which case each Responsible Indemnifying Party will be permitted obligated to be so indemnified under applicable lawpromptly pay to Purchaser the amount of Damages arising from the breach that are allocable to such Responsible Indemnifying Party to replenish such portion of the Indemnity Escrow Amount, and (2) pursue the Company shall be entitled to be reimbursed by Indemnitee indemnification claim directly against each Responsible Indemnifying Party responsible for such breach in accordance with the terms of this Agreement (who hereby agrees to reimburse the Company) for all and each such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Responsible Indemnifying Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not will be required to reimburse indemnify the Company Indemnified Parties for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company Damages arising from such claim for Expense Advances shall be unsecured and no interest shall be charged thereon, indemnification subject to the extent permitted by law. If there has not been a Change in Controlapplicable limitations set forth herein, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to including in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee‎8.2(f) below).

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company Parent shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, law against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Expenses incurred in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClaim. (b) Notwithstanding the foregoing, the Indemnitee shall not be entitled to indemnification for Expenses which are finally judicially determined to have resulted primarily from Indemnitee’s gross negligence or bad faith in fulfilling her duties to the applicable Company or Parent. (ic) Further, the obligations of the Company Parent under Section 2(aArticle II(a) shall be subject to the condition that the Reviewing Party Parent’s Board of Directors shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law. However, and (ii) to the obligation extent that Indemnitee has been successful on the merits or otherwise in defense of the Company any Claim relating in whole or in part to make an Expense Advance pursuant to Section 2(a) Indemnifiable Event, including dismissal without prejudice, Indemnitee shall be subject indemnified against Expenses incurred in connection with that Claim. In connection with any determination by Parent’s Board of Directors as to whether Indemnitee is entitled to be indemnified, the burden of proof shall be on Parent to establish that Indemnitee is not so entitled. (d) Expenses will be reimbursed or advanced (“Expense Advance”) when and as incurred promptly upon submission by Indemnitee of statements to the condition that, ifParent. If, when and to the extent that the Reviewing Party Parent’s Board of Directors determines that Indemnitee would not be permitted to be so indemnified under applicable lawlaw or under Article II(a), the Company Parent shall not be obligated to reimburse or advance Expenses to Indemnitee and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the CompanyParent) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawlaw or this Agreement, any determination made by the Reviewing Party Parent’s Board of Directors that Indemnitee would not be permitted to be indemnified under applicable law or this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company Parent for any Expense Advance such amounts paid until a final judicial determination is made with respect thereto made. (e) If any Claim is commenced as to which all rights Indemnitee proposes to demand indemnification, Indemnitee will notify the Parent with reasonable promptness; provided, however, that any failure by Indemnitee to notify the Parent will relieve the Parent from its obligations hereunder only to the extent the Parent has been prejudiced by such failure or delay. (f) Indemnitee will have the right to retain counsel of appeal therefrom have been exhausted or have lapsed)her own choice to represent her, and the Parent will pay the reasonable Expenses of one such counsel only. Indemnitee's obligation The Parent retains the right to reimburse participate in the Company for Expense Advances shall defense of such Claim as to which Indemnitee seeks indemnification through counsel of the Parent’s choice (the cost of which will be unsecured paid by the Parent) and no interest shall be charged thereonIndemnitee will reasonably cooperate with such counsel and the Parent (including, to the extent permitted by law. If there has not been a Change in Controlpossible and consistent with her own interests, keeping the Reviewing Party shall Parent reasonably informed of such defense). (g) The Parent will be selected by liable for any settlement of any Claim against Imdemnitee made with the Board of DirectorsParent’s written consent, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would consent will not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.unreasonably withheld

Agreement to Indemnify. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser and its respective officers, directors, employees, representatives, agents, successors, and assigns (collectively, the “Indemnitees”) from, against, and in respect of any and all damages incurred by any Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Seller in this Agreement; (ii) any breach of any covenant or agreement made by the Seller in this Agreement; and/or (iii) any and all proceedings, judgments, decrees, awards, assessments, fees, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Seller shall not be required to provide indemnification to any Indemnitee pursuant to Section 7.1(a) unless and until the aggregate amount of all damages incurred by all Indemnitees responsive to such Section exceeds Five Thousand Dollars ($5,000) (the “Deductible”), whereupon the Indemnitees shall be entitled to indemnification under such Section only with respect to damages in excess of such Deductible. The maximum aggregate monetary liability of the Seller to indemnify the Indemnitees under Section 7.1(a) shall not exceed the Purchase Price (the “Cap”) in the aggregate. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims arising out of fraud, intentional misrepresentation, or gross negligence. (c) If any third party notifies any Indemnitee with respect to any matter which may give rise to a claim for indemnification against the Seller under this Article VII, then the Indemnitee will notify the Seller thereof within thirty (30) days thereafter, such notice to state the nature and basis of any claim made by the third party; provided that, no delay on the part of the Indemnitee in notifying the Seller will relieve the Seller from any obligation hereunder unless, and then solely to the extent that, the Seller is demonstrably prejudiced thereby. In the event the Seller notify the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or date the Indemnitee has given notice of the matter that the Seller will indemnify the Indemnitee in respect of such Expensesmatter, judgmentsthen the Seller may, finesby notice to the Indemnitee within such 30-day period, penalties or amounts paid in settlement) assume the defense of such Proceeding and any federal, state, local or foreign taxes imposed on matter. If the Indemnitee as a result of Seller assume the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation defense of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingmatter, (i) the obligations Seller will defend the Indemnitee against the matter with counsel of Seller’s choice reasonably satisfactory to the Indemnitee, (ii) the Indemnitee may retain separate counsel at its sole cost and expense, and (iii) the Seller will not consent to the entry of a judgment or consent order with respect to the matter, or enter into any settlement, in each case which either (A) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by the Seller or (B) fails to include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto, in either such case without the written consent of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Indemnitee (which consent shall not have determined be unreasonably withheld or delayed). If the Seller has not assumed the defense of such matter, (in a written opinion, i) the Indemnitee may defend against the matter in any case in which the special, independent manner it reasonably may deem appropriate and with counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawof its choice, and (ii) the obligation Seller may retain separate counsel at its sole cost and expense. Notwithstanding anything to the contrary in the foregoing, if defendants in any action include any Indemnitee and Seller, and such Indemnitee shall have been advised by its counsel that there may be material legal defenses available to such Indemnitee inconsistent with those available to Seller, or if a conflict of interest exists between an Indemnitee and Seller with respect to such claim or the defense thereof, or if an Indemnitee reasonably determines that Seller’s control of such defense would reasonably be expected to have an adverse effect on the Assets or the outcome of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatmatter, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawthen in any such case, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation reassert such defense through its own counsel, and in any court such event (or in the States event that the Seller does not timely assume or diligently pursue the defense of California such matter as provided above) the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Seller and shall be paid by them from time to time within twenty (20) days of receipt of appropriate invoices therefore. (d) In the event that an Indemnitee notifies the Seller of any claim for indemnification hereunder that does not involve a third party claim, the Seller shall, within thirty (30) days after the date of such notice, pay to the Indemnitee the amount of damages payable pursuant to this Section 7.1 and shall thereafter pay any other damages payable pursuant to this Section 7.1 and arising out of the same matter on demand, unless the Seller dispute in writing its liability for, or Delaware having subject matter jurisdiction thereof and the amount of, any such damages within such 30-day period, in which venue is proper seeking an initial determination by the court or challenging any case such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise payment shall be conclusive made as provided above in respect of any matters or amounts not so disputed and binding any damages in respect of the matters so disputed shall be paid within five (5) business days after any determination (by agreement of Purchaser and Seller, or pursuant to arbitration in accordance with Section 8.3) that the Seller are liable therefore pursuant to this Section 7.1. (e) In connection with any payment of damages pursuant to this Section 7.1, the Seller shall pay to the Indemnitee(s) an amount calculated like interest on the Company and Indemniteeamount of such damages at the applicable interest rate from the date of Closing until the Indemnitee(s) shall have been indemnified in respect thereof.

Agreement to Indemnify. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser and its respective officers, directors, employees, representatives, agents, successors, and assigns (collectively, the “Indemnitees”) from, against, and in respect of any and all damages incurred by any Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Seller in this Agreement; (ii) any breach of any covenant or agreement made by the Seller in this Agreement; and/or (iii) any and all proceedings, judgments, decrees, awards, assessments, fees, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) The Seller shall not be required to provide indemnification to any Indemnitee pursuant to Section 7.1(a) unless and until the aggregate amount of all damages incurred by all Indemnitees responsive to such Section exceeds Twenty Five Thousand Dollars ($25,000) (the “Deductible”), whereupon the Indemnitees shall be entitled to indemnification under such Section only with respect to damages in excess of such Deductible. The maximum aggregate monetary liability of the Seller to indemnify the Indemnitees under Section 7.1(a) shall not exceed the Purchase Price (the “Cap”) in the aggregate. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to claims arising out of fraud, intentional misrepresentation, or gross negligence. (c) If any third party notifies any Indemnitee with respect to any matter which may give rise to a claim for indemnification against the Seller under this Section 7, then the Indemnitee will notify the Seller thereof within thirty (30) days thereafter, such notice to state the nature and basis of any claim made by the third party; provided that, no delay on the part of the Indemnitee in notifying the Seller will relieve the Seller from any obligation hereunder unless, and then solely to the extent that, the Seller is demonstrably prejudiced thereby. In the event the Seller notify the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or date the Indemnitee has given notice of the matter that the Seller will indemnify the Indemnitee in respect of such Expensesmatter, judgmentsthen the Seller may, finesby notice to the Indemnitee within such 30-day period, penalties or amounts paid in settlement) assume the defense of such Proceeding and any federal, state, local or foreign taxes imposed on matter. If the Indemnitee as a result of Seller assume the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation defense of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoingmatter, (i) the obligations Seller will defend the Indemnitee against the matter with counsel of Seller’s choice reasonably satisfactory to the Indemnitee, (ii) the Indemnitee may retain separate counsel at its sole cost and expense, and (iii) the Seller will not consent to the entry of a judgment or consent order with respect to the matter, or enter into any settlement, in each case which either (A) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by the Seller or (B) fails to include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto, in either such case without the written consent of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party Indemnitee (which consent shall not have determined be unreasonably withheld or delayed). If the Seller has not assumed the defense of such matter, (in a written opinion, i) the Indemnitee may defend against the matter in any case in which the special, independent manner it reasonably may deem appropriate and with counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawof its choice, and (ii) the obligation Seller may retain separate counsel at its sole cost and expense. Notwithstanding anything to the contrary in the foregoing, if defendants in any action include any Indemnitee and Seller, and such Indemnitee shall have been advised by its counsel that there may be material legal defenses available to such Indemnitee inconsistent with those available to Seller, or if a conflict of interest exists between an Indemnitee and Seller with respect to such claim or the defense thereof, or if an Indemnitee reasonably determines that Seller’s control of such defense would reasonably be expected to have an adverse effect on the Assets or the outcome of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition thatmatter, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawthen in any such case, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation reassert such defense through its own counsel, and in any court such event (or in the States event that the Seller does not timely assume or diligently pursue the defense of California such matter as provided above) the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Seller and shall be paid by them from time to time within twenty (20) days of receipt of appropriate invoices therefore. (d) In the event that an Indemnitee notifies the Seller of any claim for indemnification hereunder that does not involve a third party claim, the Seller shall, within thirty (30) days after the date of such notice, pay to the Indemnitee the amount of damages payable pursuant to this Section 7.1 and shall thereafter pay any other damages payable pursuant to this Section 7.1 and arising out of the same matter on demand, unless the Seller dispute in writing its liability for, or Delaware having subject matter jurisdiction thereof and the amount of, any such damages within such 30-day period, in which venue is proper seeking an initial determination by the court or challenging any case such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise payment shall be conclusive made as provided above in respect of any matters or amounts not so disputed and binding any damages in respect of the matters so disputed shall be paid within five (5) business days after any determination (by agreement of Purchaser and Seller, or pursuant to arbitration in accordance with Section 8.3) that the Seller are liable therefore pursuant to this Section 7.1. (e) In connection with any payment of damages pursuant to this Section 7.1, the Seller shall pay to the Indemnitee(s) an amount calculated like interest on the Company and Indemniteeamount of such damages at the applicable interest rate from the date of Closing until the Indemnitee(s) shall have been indemnified in respect thereof.

Agreement to Indemnify. Subject to the terms and conditions of, and in accordance with the procedures set forth in, this Agreement, the Company shall hold Indemnitee harmless and indemnify Indemnitee (aand Indemnitee’s spouse as provided below), to the fullest extent permitted by the provisions of the DGCL and other applicable law, from and against all Expenses and Liabilities, including, without limitation, Expenses and Liabilities arising from any Proceeding brought by or in the right of the Company or its stockholders. The Company and Indemnitee intend that this Agreement provide for indemnification in excess of that expressly required or permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation or Bylaws, by vote of its stockholders or directors, or by applicable law. If, after the date hereof, the DGCL or any other applicable law is amended to permit or authorize indemnification of, or advancement of defense expenses to, Indemnitee to a greater extent than is permitted on the date hereof, references in this Agreement to the DGCL or any other applicable law shall be deemed to refer to the DGCL or such applicable law as so amended. If (i) In the event Indemnitee was, is or becomes a party to was affiliated with one or witness or other participant inmore venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made made, a party to or witness or other a participant inin any proceeding, a Proceeding by reason of and (or arising iii) the Appointing Stockholder’s involvement in part out of) an Indemnifiable Event, the proceeding is related to Indemnitee’s service to the Company shall indemnify Indemnitee to as a director of the fullest extent permitted by law, as soon as practicable but in Company or any event no later than thirty (30) days after written demand is presented to direct or indirect subsidiaries of the Company, against then, to the extent resulting from any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed claim based on the Indemnitee Indemnitee’s service to the Company as a result director or other fiduciary of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not Appointing Stockholder will be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented hereunder for Expenses to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the same extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Subject to the event Indemnitee wasterms and conditions of Sections 5.10, is 5.11 and 5.12, Seller and Parent hereby agree to indemnify, defend and hold harmless Purchaser and any parent, subsidiary (including without limitation, the Subject Company from and after the Closing Date) or becomes a party Affiliate of any thereof and their respective officers and directors, agents and representatives and Persons claiming by and through any of them (the "PURCHASER GROUP"), for, from and against all demands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "DAMAGES"), directly or indirectly asserted against, resulting to, imposed upon or incurred by the Purchaser Group or any member thereof, at any time prior to or witness or other participant inthe Expiration Date, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of or resulting from (i) any breach of or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but inaccuracy in any event no later representation or warranty of Seller contained in or made pursuant to this Agreement (other than thirty Tax Representations, which are addressed in Section 4.2(a)) or any other agreement or document executed in connection herewith, (30ii) days after written demand is presented any breach of or failure by Seller to the Companyperform any covenant of Seller contemplated in this Agreement) or any other agreement or document executed in connection herewith, against (iii) any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed Proceedings pending on the Indemnitee as a result Closing Date or (iv) the matters set forth in Section 2.8 of the actual or deemed receipt of any payments under this AgreementSeller Disclosure Schedule (collectively, including the creation of the Trust pursuant to Section 4 hereof"PURCHASER CLAIMS"). Notwithstanding anything in this Agreement subparagraph (a)(i) above or Section 4.2(a), and subject to the contrary and except as provided in Section 5Seller's performance of its covenants under subparagraph (c) below, Indemnitee Purchaser shall not be entitled to indemnification collect any payment from Seller or Parent hereunder on account of any Purchaser Claim based upon a breach or inaccuracy of a representation or warranty by Seller to the extent, and only to the extent, that (A) Seller or Parent reasonably demonstrates that Purchaser's designee to the board of Seller had actual knowledge of such breach or inaccuracy on or before the Closing Date or (B) Seller or Parent reasonably demonstrates that (w) the breach or inaccuracy in any representation or warranty of Seller contained in or made pursuant to this Agreement (including Tax Representations addressed in connection with any Proceeding initiated by Indemnitee against Section 4.2(a)) was based wholly upon events or circumstances occurring or existing on or before the Company date Seller first acquired the Subject Company, (x) Seller's Management Employees were unaware of such events or any director or officer circumstances as of the Company unless date Seller first acquired the Company has joined in or consented to the initiation Subject Company, and (y) Seller's Management Employees were unaware of such Proceeding. If so requested by Indemnitee, events or circumstances as of the Company shall advance, within ten date of this Agreement (10) business days of such request, any and all Expenses referred to Indemnitee (an herein as a "Expense AdvanceSELLER'S PASS-THROUGH CLAIM"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding Subject to the foregoingterms and conditions of Sections 5.10, 5.11 and 5.12, Purchaser hereby agrees to indemnify, defend and hold harmless Seller and any parent, subsidiary or Affiliate of any thereof and their respective officers and directors, agents and representatives and Persons claiming by and through any of them (the "SELLER GROUP"), from and against all Damages, directly or indirectly asserted against, resulting to, imposed upon or incurred by the Seller Group or any member thereof, at any time before prior to the Expiration Date, by reason of or resulting from (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other agreement or document executed in connection herewith, (ii) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser contemplated in this Agreement, or (iii) the obligations conduct of the operations of the Subject Company from and after the Closing (collectively, "SELLER CLAIMS," and, together with Purchaser Claims, "CLAIMS"). (c) With respect to any Purchaser's Claim that Seller believes or asserts is a Seller's Pass-Through Claim, Seller shall promptly notify Purchaser of same and promptly deliver such notice or take such other actions in accordance with the applicable provisions of the agreement or agreements pursuant to which Seller acquired the Subject Company necessary or desirable preserve or protect any and all rights Seller may have against any Person from whom Seller might be reasonably entitled to recover on account of such claim. Purchaser shall, at its own expense, have the right to employ counsel of its own choosing to prosecute Seller's claim against such Persons and generally to control all aspects of such claim. Seller shall cooperate with all reasonable requests of Purchaser or its representatives in connection with efforts to collect on such claim, including, without limitation, making available to Purchaser and its representatives all records and other material reasonably requested by Purchaser which is under Section 2(a) the control of, or otherwise available to, Seller. Seller shall, at Seller's expense, upon reasonable request, make available to Purchaser and its representatives Seller's personnel possessing information pertinent to such claim. The proceeds, if any, of any recovery on account of such Seller's Pass-Through Claim shall be subject for the benefit of, and be paid over to, Purchaser. (d) Any indemnification hereunder shall be calculated after deduction of (i) any amounts actually paid to the condition that Indemnified Party or, if such Indemnified Party is Purchaser, to the Reviewing Subject Company or Purchaser, under any insurance policies in respect of the Damages, net of any costs incurred by the Indemnified Party shall not have determined (in to obtain such amount or as a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, result of receiving such amount; and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject any net tax benefit to the condition thatIndemnified Party, if, when and to or in the extent that event the Reviewing Indemnified Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawis the Subject Company, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Subject Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted actually realized by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeparty.

Agreement to Indemnify. Each Company Stockholder shall severally (abased on each Company Stockholder’s Pro Rata Share), and not jointly, indemnify and hold harmless Macrovision and its officers, directors, agents, representatives, stockholders and employees, and each Person, if any, who controls or may control Macrovision within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as an “Macrovision Indemnified Person” and collectively as “Macrovision Indemnified Persons”) In the event Indemnitee wasfrom and against, is or becomes a party to or witness or other participant inwithout duplication, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenseslosses, judgmentscosts, finesdamages, penalties Liabilities and amounts paid in settlement (expenses, including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid experts’ fees, costs of investigation and court costs for enforcement of this indemnification right and net of any insurance recovery or payable Tax benefit received in connection with such losses, costs, damages, Liabilities and expenses (hereinafter collectively referred to as “Damages”), directly or indirectly arising out of, resulting from or in connection with: (i) any failure or breach of any representation or warranty made by the Company in Article III of this Agreement, to be true and correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the date of this Agreement, except in the case of any individual representation and warranty which by its terms speaks only as of a specific date or dates); (ii) any failure of any certification, representation or warranty made by the Company pursuant to Section 7.2 to be true and correct as of the date such certificate is delivered to Macrovision; (iii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement; (iv) any Third Party Claim (as defined below) relating to any breach or failure referred to in clause (i) through (iii) above; (v) any inaccuracies in the Company’s capitalization as of immediately prior to the Effective Time (as set forth in final form of Schedule 3.4(a) updated and delivered in accordance with the provisions in the definition of the “Spreadsheet” in Article I); or (vi) any Pre-Closing Taxes, but only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred income taxes established to reflect timing differences between book and Tax income) on the Closing Date Statement and taken into account in determining the Net Working Capital Adjustment. In no event shall any party be entitled to duplicate payment, reimbursement, indemnification, adjustment or other form of recovery in respect of any Damages, except to the extent any such Expenses, judgments, fines, penalties recovery by the party entitled to indemnification is in some way reduced or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee disgorged as a result of the actual or deemed receipt other party’s breach and provided further that the recovery with respect to Damages arising from an occurrence shall not in any way limit such party’s right to recover in respect of any payments under this Agreement, including other or additional Damages arising from the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawsame occurrence. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In Each of Parent, Acquisition Sub and their respective Affiliates (collectively, the event "BUYER INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by each Shareholder, in its respective Pro Rata Portion, in respect of any and all Damages incurred by any Buyer Indemnitee wasas a result of: (1) any inaccuracy or misrepresentation in or breach of any representation, is warranty, covenant or becomes agreement made in this Agreement by the Company or any Shareholder at any time; (2) any Environmental Liability (regardless of whether such Environmental Liability constitutes a party to breach of any representation or witness or other participant inwarranty contained in this Agreement): (A) of the Company, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (whether presently in existence or arising in part out ofhereafter which arises from acts, events, conditions or circumstances existing or occurring on or before the Closing Date; or (B) an Indemnifiable Eventrelating to the Business, the Company shall indemnify Indemnitee or the Real Property, which arises from acts, events, conditions or circumstances existing or occurring on or before the Closing Date; (3) all Taxes for which the Company is or could be held liable with respect to (i) any taxable period ending on or prior to the fullest Closing Date, and (ii) any taxable period that includes and ends after the Closing Date (an "OVERLAP PERIOD") in an amount equal to the liability for Taxes that would have resulted had the Overlap Period ended at the close of business on the Closing Date (utilizing, if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction), in each case except to the extent permitted by lawsuch Taxes are included and specifically identified as a liability for such Taxes in the Final Calculation; and (4) any Liability of any kind, as soon as practicable but including, without limitation, excise Taxes, income Taxes, fines, interest or penalties, relating in any event no later than thirty (30) days after written demand is presented way to the Company's allowing its employees to pay for the employees' portion of certain welfare benefits via payroll deduction on a pre-Tax basis, against at the employee's election, without having adopted a written pre-Tax payment plan under section 125 of the Code. Parent and Acquisition Sub shall be entitled to recover such Damages pursuant to the Escrow Agreement, subject to the terms and conditions thereof, but shall have no obligations to exhaust remedies thereunder. (b) The Shareholders and their respective Affiliates (collectively, the "COMPANY INDEMNITEES") shall each be indemnified and held harmless to the extent set forth in this Article IX by Parent and Acquisition Sub in respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Damages incurred by any federal, state, local or foreign taxes imposed on the Company Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under representation, warranty, covenant or agreement made by the Parent and Acquisition Sub in this Agreement. (c) Nothing set forth in this Article IX shall be deemed to prohibit or limit any Buyer Indemnitee's or Company Indemnitee's right at any time before, including on or after the creation Closing Date, to seek injunctive or other equitable relief for the failure of any Indemnifying Party to perform any covenant or agreement contained herein. (d) The maximum aggregate liability of each Shareholder to indemnify the Trust pursuant to Buyer Indemnitees under Section 4 hereof. Notwithstanding anything 9.01(a)(2) and for breaches of representations and warranties contained in this Agreement to the contrary and except as provided in Section 5, Indemnitee under this Article IX shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer exceed its Pro Rata Portion of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten Four Million Dollars (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"$4,000,000); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (be) Notwithstanding the foregoingThe Shareholders shall have no obligation to pay any amount of indemnity under Sections 9.01(a)(1), (i2) and (3) unless and until the obligations aggregate amount of Damages incurred in respect of all claims for which indemnity would be payable by the Company Shareholders under Sections 9.01(a)(1), (2) and (3) but for this Section 2(a9.01(e) exceeds Fifty Thousand Dollars ($50,000) (the "DEDUCTIBLE"), whereupon each Shareholder shall be liable under Sections 9.01(a)(1), (2) and (3) (subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation other limitations of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Companythis Article IX) for its Pro Rata Portion of all amounts of such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Damages over the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDeductible.

Agreement to Indemnify. (a) In Subject to the event limitations provided herein, Buyer, ATC and their Affiliates (collectively, the "Buyer Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article IX by Seller and the Stockholder, jointly and severally, in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee was(i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, is warranty, covenant, agreement or becomes obligation of Seller or the Stockholder in this Agreement, (ii) as a party result of Buyer's waiver of compliance with applicable "bulk sales" laws pursuant to Section 6.02 or witness or other participant in(iii) in connection with any Excluded Liability. Notwithstanding the foregoing, or is threatened Seller and the Stockholder shall not be liable as Indemnifying Parties until all claims by the Buyer Indemnitees for indemnification exceed $10,000 in the aggregate, and thereafter Seller and the Stockholder shall be liable for all indemnification claims up to the aggregate liability set forth in Section 9.01(c); PROVIDED, HOWEVER, that Seller and the Stockholder shall be made a party to or witness or other participant inliable for all claims by the Buyer Indemnitees, a Proceeding by reason regardless of amount, arising out of (i) the fraud or arising in part out ofwillful misconduct of Seller or the Stockholder or (ii) an Indemnifiable Eventany Environmental Liability, other than Buyer Environmental Liabilities. (b) Seller, the Company Stockholder and their Affiliates (collectively the "Seller Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX by lawBuyer and ATC, as soon as practicable but jointly and severally, in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and proximately incurred by any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under representation, warranty, covenant, agreement or obligation of Buyer or ATC in this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation conduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Business after the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee Closing or (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsediii). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the The Company shall indemnify the Indemnitee for reasonable legal fees (“Defense Expenses”), in the single aggregate amount up to, but no more than, ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (“Maximum Aggregate Indemnification Limit”), incurred by the Indemnitee after January 1, 2011 (including the balances of any retainers for legal services paid prior to the fullest extent permitted by lawdate of this Agreement but unexhausted as of January 1, as soon as practicable but 2011), in any event no later than thirty (30) days after written demand is presented to the Company, against defense of any and all Expensesproceedings based on, judgmentsarising out of, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect any way relating to the Other Service that he has rendered prior to the date of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on this Agreement. Indemnitee agrees that he will be entitled to receive only up to the Indemnitee Maximum Aggregate Indemnification Limit as a result of all his Other Service rendered prior to January 1, 2011, whether under the actual Articles of Incorporation or deemed receipt Bylaws of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director the Bank, the Employment Agreement or officer applicable law and regardless of the Company unless number of claims, claimants or proceedings, the Company has joined number of entities to which Indemnitee rendered Other Service, the positions in or consented to which he served, the initiation duration of such Proceeding. If so Other Service or whether requested by Indemnitee, the Company shall advance, within ten (10) business days of or authorized to render such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified Other Service by the Company; provided further, that the Company shall make such advances only to Bank or both, and regardless of whether the extent permitted by lawproceedings are pending, threatened, brought in the future or completed. (b) Notwithstanding The Indemnitee shall be entitled to seek advancement of Defense Expenses he incurs in advance of the foregoingtermination of a proceeding, and the Company and the Bank agree to advance Defense Expenses, upon his compliance with the requirements of the Company’s Bylaws and applicable law. (c) The Indemnitee hereby waives any other rights to indemnification and advancement by the Company or the Bank based upon or arising out of Other Service rendered prior to the date of this Agreement, whether pursuant to provisions of (i) the obligations Articles of Incorporation of the Company under Section 2(a) shall be subject to or the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Bank; (ii) the obligation Bylaws of the Company to make an Expense Advance pursuant to Section 2(aor the Bank; (iii) shall be subject to the condition thatEmployment Agreement; (iv) any other resolution, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court agreement or understanding of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, ; (v) any other than a Change in Control which has been approved by a majority of agreement with the Company's Board of Directors who were directors immediately prior to such Change in Control, Company or the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party Bank or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under (vi) applicable law, . The Indemnitee shall have agrees that all his rights to indemnification under the right to commence litigation in any court in the States Articles of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service Incorporation of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteethe Bank, the Bylaws of the Company and the Bank, the Employment Agreement and applicable law are limited to Defense Expenses and that he waives any and all rights of indemnification for any judgments, settlements, fines, penalties, excise taxes or other liabilities (other than liability for Defense Expenses) that he may incur as a result of such Other Service rendered prior to January 1, 2011. (d) No provision in this Agreement shall require the Company or the Bank to provide the Indemnitee with any indemnification, advancement, reimbursement or payment (i) that constitutes a “prohibited indemnification payment” within the meaning of 12 C.F.R. § 359.1(l)(1) or 12 C.F.R. § 359.5; (ii) that violates the requirements of other applicable law; or (iii) that is otherwise prohibited under the Articles of Incorporation of either the Company or the Bank, the Bylaws of either the Company or the Bank, or the Employment Agreement, as each such document is in effect as of the date of this Agreement. (e) The Indemnitee shall continue to retain all rights to indemnification he may have, arising under (i) the Articles of Incorporation of the Company and the Bank; (ii) the Bylaws of the Company or the Bank; (iii) the Employment Agreement, (iv) any other resolution, agreement or understanding of the Board of Directors; (v) any other agreement with the Company or the Bank; (vi) applicable law; or (vii) otherwise, with respect to proceedings based upon or arising out of his service as an officer or director of the Company or the Bank, or any subsidiary of the Company or the Bank, or Other Service, provided such Other Service is rendered after the date of this Agreement.

Agreement to Indemnify. (ai) In Subject to the limitations set forth in this Agreement, Wolverine, on the one hand, and Purchaser, on the other hand, (separately, the “Indemnifying Party”) shall indemnify, defend and hold the other (and the other’s respective officers, directors, managers, employees, representatives, and agents) (collectively, the “Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all Damages arising, directly or indirectly, from or in connection with: (A) any breach of any representation and warranty of the Indemnifying Party contained in this Agreement or in any certificate delivered at or in connection with the Accelerated Purchase Closing; or (B) any inaccuracy in any representation and warranty of an Indemnifying Party contained in this Agreement as of the Accelerated Closing Date, giving any effect to any written information delivered to the Indemnified Party at or before the Accelerated Purchase Closing; or (C) any breach or alleged breach of any covenant or agreement of the Indemnifying Party (or with respect to Wolverine, by W/Investments) contained in this Agreement or in a certificate delivered at the Accelerated Purchase Closing; or (D) any and all indebtedness, obligations, and other liabilities of W/Investments, whether known or unknown, absolute, contingent, fixed or otherwise (collectively, the “Retained Liabilities”), whether existing, accrued, due or payable or are claimed to exist or to accrue or be due or payable for any period prior to September 15, 2008 (the “Retained Liabilities Effective Date”), even though such Retained Liabilities are discovered or asserted after the Retained Liabilities Effective Date. Solely for the purposes of this Section 8(a)(i)(D), the Indemnifying Party shall be Wolverine and the Indemnified Parties shall be Purchaser. (ii) The representations and warranties of Wolverine contained in Section 4, on the one hand, and of Purchaser contained in Section 6, on the other hand, of this Agreement shall survive for a period of twelve (12) months following the Accelerated Purchase Closing Date; provided however, that the representations and warranties concerning taxes contained in Section 4(l) shall survive until the expiration of the statute of limitations under Applicable Law. The representations and warranties of Wolverine contained in Section 5 of this Agreement shall survive for a period of twelve (12) months following March 13, 2008; provided, however, in the event Indemnitee wasWolverine Shanghai does not deliver its audited financial statements for the fiscal year ending December 31, 2008 (the “2008 Financial Statements”) to Purchaser on or before February 14, 2009, this Agreement shall survive until the thirtieth (30th) day immediately following the date on which the 2008 Financial Statement is actually delivered to Purchaser; and provided further, however, that the representations and warranties concerning taxes contained in Section 5(k) shall survive until the expiration of the statute of limitations under Applicable Law. No representation or becomes warranty shall be deemed to be waived or otherwise diminished unless waived or otherwise diminished by express written consent. A party’s consummation of the transactions contemplated hereby after waiving any of the conditions to its obligation to close (including the condition that the other party’s representations and warranties be true in all material respects) shall limit or otherwise affect its rights to recover under this Agreement; provided, however, that in no event shall a party party’s decision to consummate the transactions contemplated hereby (“Closing Party”) be deemed to waive, limit or witness otherwise affect the other party’s indemnity obligations hereunder or the Closing Party’s rights to recover for a breach of the representations and warranties contained in Sections 4(c), 5(b), and 6(b) of this Agreement. Further, the parties expressly agree that, notwithstanding the provisions of Section 8(a)(i), the terms and conditions of Section 8(a)(i) shall be separate from and independent of the terms and conditions of this Section 8(a)(iv), such that no claim for indemnification which arises from the indemnification described in Section 8(a)(iv) shall be included in any claim for indemnification pursuant to Section 8(a)(i) and that no claim for indemnification which arises from the indemnification described in Section 8(a)(i) shall be included in any claim for indemnification pursuant to Section 8(a)(iv). (iii) Notwithstanding the foregoing, any indemnification relating to any goods manufactured, sold, marketed, or distributed or services provided by Wolverine Shanghai, Wolverine or its other Affiliates, or Purchaser or its Affiliates before the Closing shall not be governed by the terms and conditions of this Agreement, but shall be subject to those of the Voting Rights Agreement. (iv) Subject to the limitations set forth in Section 8(b) of this Agreement, Wolverine (the “Chinese Payment Indemnifying Party”) shall indemnify, defend and hold each of W/Investments, Wolverine Shanghai, and Purchaser (and the officers, directors, or owners, as the case may be, of W/Investments, Wolverine Shanghai, and Purchaser) (collectively, the “Chinese Payment Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all amounts actually paid by such Chinese Payment Indemnified Party which arises directly from or in connection with a claim by the People’s Republic of China that amounts are due from Wolverine Shanghai (or from W/Investments or Purchaser strictly and directly as a result of the direct or indirect, respectively, ownership of an interest in Wolverine Shanghai) under the local, regional, national or other participant inlaws of the People’s Republic of China with respect to the “capital gain” on the sale of the Optioned 20% Interest by Wolverine (that is, a tax on the difference between the purchase price and the tax basis in the twenty-percent (20%) ownership interest by Wolverine on March 14, 2008) (the “Claimed Chinese Payment”). Purchaser, for itself, or is threatened to be made a party to on behalf of W/Investments or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by lawWolverine Shanghai, as soon the case may be and as practicable but in any event no later than it shall specifically give notice of to Wolverine, shall claim indemnification under this Section 8(a)(iv) by giving Wolverine written notice of the Claimed Chinese Payment within thirty (30) days after Purchaser receives written demand is presented notice of such Claimed Chinese Payment, which notice by Purchaser shall, if and to the Companyextent known by Purchaser after reasonable investigation, set forth the nature and amount of the Claimed Chinese Payment, the person against any which such Claimed Chinese Payment is made by the People’s Republic of China and copies of all Expensesrelevant documents related to such Claimed Chinese Payment (if such documents are available to Purchaser), judgmentsand the date when assessed, finesclaimed or incurred. Wolverine shall either pay such claim by Purchaser or give written notice to Purchaser of Wolverine’s disagreement with such claim, penalties specifying in reasonable detail the nature and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect extent of such Expenses, judgments, fines, penalties disagreement on or amounts paid in settlementbefore: (A) ten (10) days before the Claimed Chinese Payment is due or (B) thirty (30) days following Purchaser’s notice of such Proceeding claim, whichever shall first occur. If Purchaser and Wolverine are unable to resolve any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except disagreement as provided in Section 59(a), Indemnitee shall not be entitled then Purchaser and Wolverine agree to arbitrate such claim for indemnification pursuant to this Agreement Section 8(a)(iv) as otherwise provided in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such ProceedingSection 9. If so requested by IndemniteeThe rights, the Company shall advance, within ten (10) business days of such request, any duties and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under parties contained in this Section 2(a8(a)(iv) hereof shall be subject to survive the condition that Closing until the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation later of expiration of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court statute of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a limitations or final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority resolution of the Company's Board Claimed Chinese Payment, if a claim is pending as of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be expiration of the special, independent counsel referred to in Section 3 hereof. If there has been no determination by statute of limitations of the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeClaimed Chinese Payment.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawlimitations set forth in this Article 12, from and after the Effective Time, each Effective Time Holder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Acquiror and its officers, directors, agents, representatives, stockholders and employees, and each person, if any, who controls or may control Acquiror within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as soon an “Acquiror Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Acquiror Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expenseslosses, judgmentscosts, finesdamages, penalties Liabilities and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges experts’ fees, costs of investigation and court costs), calculated net of actual recoveries under existing insurance policies (hereinafter collectively referred to as “Damages”), paid or payable in connection with incurred by the Acquiror Indemnified Parties, directly or in respect of such Expensesindirectly arising out of, judgments, fines, penalties or amounts paid in settlementresulting from: (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under representation or warranty made by the Company in this Agreement, including the creation of the Trust pursuant Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to Section 4 hereof. Notwithstanding anything in this Agreement to be true and correct as of the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to date of this Agreement (as though such representation or warranty were made as of the date of this Agreement, except in the case of representations and warranties which by their terms speak only as of a specific date or dates); (ii) any failure of any certification, representation or warranty made by the Company in any Company Certificate to be true and correct as of the date such certificate is delivered to Acquiror; (iii) any breach of or default in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in covenants or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination agreements made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Company in this Agreement the Company for Disclosure Letter, any Expense Advance until a final judicial determination is made with respect thereto Company Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any inaccuracies in the Spreadsheets as of the Closing Date; (v) any Indemnifiable Deal Fees and Excess Payroll Service Charges; (vi) any Dissenting Shares Excess Payments; (vii) any AR Shortfall; (viii) any amounts payable under the Retention Plan that were not deducted as part of the Retention Plan Net Initial Merger Consideration Exclusion Amount or the Retention Plan Net Contingent Merger Consideration Exclusion Amount; (ix) any Qualifying Customer Transition Expenses; or (x) any claim by any Person related to which all ownership of Company Common Stock, Company Options, Company Warrants or other rights to acquire ownership of appeal therefrom have been exhausted any shares of Company Capital Stock, including, without limitation, any claim by any Company Securityholder or have lapsed)Retention Plan Participant related to the cancellation or termination of Company Capital Stock, Company Options or Company Warrants in the Merger, the terms of the Merger or the treatment of such Person in the Merger. Indemnitee's obligation to reimburse In determining the Company for Expense Advances amount of any Damages, any materiality standard contained in such representation or warranty shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedisregarded.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to The Purchasers shall be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee indemnified and held harmless to the fullest extent permitted set forth in this ARTICLE VIII by law, as soon as practicable but each of the RG Companies in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expensesdemands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, penalties sanctions, penalties, charges and amounts paid in settlement (net of insurance proceeds actually received), including all interest, assessments and other charges paid or payable in connection with or (i) interest on cash disbursements in respect of any of the foregoing at the per annum rate of interest publicly announced from time to time by the Bank of America as its prime rate (or reference rate), compounded quarterly, from the date each such Expensescash disbursement is made until the person incurring the same shall have been indemnified in respect thereof and (ii) reasonable costs, judgmentsfees and expenses of attorneys, fines, penalties or amounts paid in settlement) accountants and other agents of such Proceeding person (collectively, "Damages") reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Purchaser as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreementrepresentation, including the creation warranty, covenant or agreement made by any of the Trust pursuant to Section 4 hereof. Notwithstanding anything RG Companies or ActiveUSA in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.and (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) The RG Companies shall be subject indemnified and held harmless to the condition that extent set forth in this ARTICLE VIII by Purchaser in respect of any and all Damages reasonably and proximately incurred by any RG Company as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Reviewing Party shall not have determined Purchaser in this Agreement. (c) Except as set forth in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawSECTIONS 8.1(a), and (iib) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and except to the extent that the Reviewing Party determines that Indemnitee would not be permitted of confidentiality provisions in this Agreement, no person shall have any claim or cause of action as a result of any inaccuracy or misrepresentation in or breach of or failure to be so indemnified under applicable lawperform any representation, the Company warranty, covenant, agreement or obligation of a party providing indemnification (each, an "INDEMNIFYING PARTY") against any affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party. Nothing set forth in this ARTICLE VIII shall be deemed to prohibit or limit the right of a party entitled to be reimbursed by Indemnitee indemnification (who hereby agrees to reimburse each, an "INDEMNITEE") at any time before, on or after the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonClosing Date, to seek injunctive or other equitable relief for the extent permitted by law. If there has not been a Change in Control, the Reviewing failure of any Indemnifying Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party perform any covenant or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeagreement contained herein.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles and the Companies Law, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Corporate Status to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other in the right of the Company) by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Expenses and Liabilities properly incurred or paid by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was or is, or is threatened to be made, a party to or participant inin any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the exceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by reason or in the right of the Company) provided that in no circumstances shall the Company be obligated to make any payment to the Indemnitee that it is advised by its legal advisers would be unlawful under the laws of Jersey or is otherwise not permitted pursuant to the Articles. (or arising in part out ofd) an Indemnifiable Event[The Company hereby acknowledges that the Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. Notwithstanding anything to the contrary herein, the Company shall indemnify Indemnitee hereby agrees that, subject always to the fullest extent permitted provisions of the Companies Law and the Articles (i) it is the indemnitor of first resort in respect of Indemnifiable Expenses properly incurred by lawthe Indemnitee by reason of the Indemnitee’s Corporate Status (i.e., as soon as practicable but in any event no later than thirty (30) days after written demand is presented its obligations to the CompanyIndemnitee are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Indemnifiable Amounts incurred by the Indemnitee are secondary), (ii) it shall be required to advance the full amount of Indemnifiable Expenses properly incurred by the Indemnitee by reason of the Indemnitee’s Corporate Status and shall be liable for the full amount of all Indemnifiable Amounts to the extent legally permitted and as required by the terms of this Agreement and/or the Articles (or any other agreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all Expensesclaims against the Fund Indemnitors for contribution, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and subrogation or any other charges paid or payable in connection with or recovery of any kind in respect of such Expenses, judgments, fines, penalties thereof. The Company further agrees that no advancement or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on payment by the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or Fund Indemnitors on behalf of the Indemnitee with respect to repay such amount if it is ultimately determined that any claim for which the Indemnitee is not entitled to be indemnified by the Company; provided further, that has sought indemnification from the Company shall make such advances only affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of such advancement or payment to all of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation rights of recovery of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse against the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.]

Agreement to Indemnify. 11.2.1 Any one or more of the Principals (acollectively, "Indemnified Persons") In seeking indemnification hereunder shall give prompt written notification to Retek (the event Indemnitee was"Indemnification Representative") of the commencement ------------------------------ of any action, is suit or becomes proceeding relating to a third party claim for which indemnification pursuant to this Section 11 may be sought; provided, however, ---------- that no delay on the part of the Indemnified Person in providing such notice shall relieve Retek of any liability or witness obligation hereunder except to the extent of any damage or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding liability caused by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty of such failure. Within twenty (3020) days after delivery of such notification, the Indemnification Representative may, upon written demand is presented notice thereof to the CompanyIndemnified Person, against assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided that the Indemnification Representative acknowledges in writing to the Indemnified Person that any and all Expenses, judgmentsdamages, fines, penalties and amounts paid in settlement (including all interest, assessments and costs or other charges paid or payable liabilities that may be assessed against the Indemnified Person in connection with such action, suit or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on proceeding constitute Damages for which the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee Indemnified Person shall not be entitled to indemnification pursuant to this Agreement in connection Section 11. If the Indemnification ----------- Representative does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnification Representative assumes control of such defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with any Proceeding initiated by Indemnitee against respect to such action, suit or proceeding, the Company or any director or officer reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damage" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the Company unless the Company has joined in or consented to the initiation status of such Proceeding. If so requested by Indemniteeaction, suit or proceeding and the Company defense thereof and shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (consider in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination good faith recommendations made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law other party with respect thereto. The Indemnified Person shall not be binding and Indemnitee shall not be required agree to reimburse any settlement of such action, suit or proceeding without the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority prior written consent of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeIndemnification Representative.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasIndemnifying Securityholders shall severally indemnify and agree to defend and hold harmless (as may be limited for each Securityholder as set forth herein) Parent, is or becomes a party to or witness or other participant inthe Surviving Corporation and the Ultimate Surviving Corporation (and their respective Affiliates, or is threatened to be made a party to or witness or other participant inofficers, directors, employees, representatives and agents) (“Parent Indemnified Persons” and, singularly, a Proceeding “Parent Indemnified Person”) against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable EventParent Indemnified Taxes; (ii) any amount Parent is entitled to claim as Damages calculated in accordance with Section 2.14(c); (iii) any claim by a Securityholder or former securityholder of Company, or any other person or entity, against Company or any of its Affiliates, officers, directors, employees or agents, based upon any rights of a securityholder (other than the Company shall indemnify Indemnitee right of the Securityholders to receive Merger Consideration pursuant to this Agreement), including appraisal rights (to the fullest extent permitted greater in amount than the consideration payable under this agreement to any such person) under the applicable provisions of the DGCL, any option, preemptive rights or rights to notice or to vote; (iv) any expenses incurred by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid Colorado Company or payable Delaware Company in connection with this Agreement and the transactions contemplated hereby which are not paid by Colorado Company or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding Delaware Company prior to the Closing and any federal, state, local or foreign taxes imposed which are not reflected on the Indemnitee as Closing Date Statement; or (v) a result breach of the actual a representation, warranty or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything covenant contained in this Agreement to made by Colorado Company or Delaware Company; provided, that, the contrary and except as provided in Section 5, Indemnitee shall Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 9.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $220,000 (the “Parent Indemnification Basket”), in or consented which case the Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii) and (iv) above or any claim for indemnification under item (vi) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 3.01, Section 3.02, Section 3.06, Section 3.08, Section 3.09, Section 3.11, Section 3.13, Section 3.17 or Section 3.25. (b) Notwithstanding Parent shall indemnify, defend and hold harmless the foregoingIndemnifying Securityholders and their respective affiliates, representatives and agents (ithe “Securityholder Indemnitees”) the obligations against and in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any and all Damages by reason of or otherwise arising out of a breach by Parent or Merger Sub of any representation, warranty or covenant contained in a written opinionthis Agreement; provided, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Securityholder Indemnitees will not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 9.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonSecurityholder Indemnitees exceeds $220,000, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by case the court or challenging any Securityholder Indemnitees will be entitled to indemnification for the full amount of such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. The Corporation agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Section 4 below, if Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Corporation) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Corporation against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”) if (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or arising in part out of) an Indemnifiable Eventnot opposed to, the Company shall indemnify best interests of the Corporation, and (ii) with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful. (b) Subject to the fullest extent permitted exceptions contained in Section 4 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by lawor in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to Indemnitee shall be indemnified by the Company, Corporation against any and all Expenses, judgments, fines, penalties Indemnifiable Expenses and amounts paid in settlement (including all interestif Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, assessments and other charges paid or payable in connection with or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction that Indemnitee is liable to the Corporation, unless, and only to the extent that, the court in which such ExpensesProceeding was brought or another court of competent jurisdiction determines upon application that in view of all the circumstances of the case, judgments, fines, penalties or that Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses and amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, then Indemnitee shall not be entitled to indemnification pursuant payment in such amount as such court deems proper. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to this Agreement be a witness in connection with any Proceeding initiated by Indemnitee against the Company but is not otherwise a party or any director or officer of the Company unless the Company has joined in or consented threatened to the initiation of be made a party to such Proceeding. If so requested by Indemnitee, the Company Indemnitee shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawCorporation against all Indemnifiable Expenses. (bd) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to exceptions listed in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law4 below, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that Indemnitee has been successful on the Reviewing Party determines that merits or otherwise in defense of any Proceeding referred to in subsections 3(a) or 3(b), or in defense of any claim, issue, or matter therein, Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed indemnified by the Corporation against Indemnifiable Expenses actually and reasonably incurred by Indemnitee in connection therewith. (who hereby agrees e) If Indemnitee is entitled under any provisions of this Agreement to reimburse indemnification by the Company) Corporation for all such amounts theretofore paid; providedsome or a portion of Indemnifiable Amounts but not, however, that if for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee has commenced legal proceedings in a court for the portion of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as such Indemnifiable Amounts to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeentitled.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles, the Companies Law and all other applicable laws, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Position to the fullest extent permitted by law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Eventthe Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company shall indemnify against all Expenses and Liabilities properly incurred or paid by the Indemnitee to or on the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee’s behalf in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding (referred to herein as “Indemnifiable Expenses” and any federal“Indemnifiable Liabilities,” respectively, state, local or foreign taxes imposed on the Indemnitee and collectively as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"“Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that exceptions contained in Section 4, Section 6 and Section 8 below, if the Reviewing Party shall not have determined (in Indemnitee was or is, or is threatened to be made, a written opinion, party to or participant in any case Proceeding by or in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of the Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the condition thatexceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, when and to by reason of the extent that Indemnitee’s Position, the Reviewing Party determines that Indemnitee would not be permitted is, or is threatened to be so indemnified under applicable lawmade, a party to or participant in any Proceeding (including a Proceeding by or in the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse right of the Company) for all such amounts theretofore paid; provided, however, provided that if in no circumstances shall the Company be obligated to make any payment to the Indemnitee has commenced that it is advised by its legal proceedings in a court advisers would be unlawful under the laws of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made Jersey or is prohibited by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeArticles.

Agreement to Indemnify. (a) In Except as provided in subsection 1(b) and Section 10 below, the event Corporation shall indemnify the Indemnitee wasagainst any and all loss, judgments, fines, bonds, and expenses (including attorney's fees) and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal ("Proceeding"), including any appeal therefrom, in which the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to because he or witness she is or was an officer and/or a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, member or trustee of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other participant inenterprise, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company and such indemnification shall indemnify Indemnitee be made to the fullest extent permitted by law, as soon as practicable it may be amended to increase, but in any event no later than thirty not reduce the measure of indemnification permitted. (30b) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary set forth in subsection l(a) above and except as provided in Section 53 below, Indemnitee unless hereafter permitted by law, indemnification or advancement of expenses shall not be entitled made to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee if a judgment or other final adjudication establishes that his or her actions or omissions to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only act were material to the extent permitted by law.cause of action so adjudicated and constitute: (b) Notwithstanding the foregoing, (i) the obligations A violation of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable criminal law, and unless the director or officer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) A transaction from which the obligation director or officer derived an improper personal benefit; (iii) In the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Company Florida Business Corporation Act are applicable; or (iv) Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to make an Expense Advance pursuant to Section 2(aprocure a judgment in its favor or in a proceeding by or in the right of a shareholder. For purposes of this subsection 1(b), the determination of whether such a judgment or other final adjudication has been rendered shall be made after exhaustion of any and all appeals or other review from the Proceeding in which it was rendered. Adjudications within the meaning of this subsection 1(b) shall be subject to the condition that, if, when include arbitration awards and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal decisions rendered in formal administrative proceedings in before a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable state or federal administrative law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteejudge.

Agreement to Indemnify. (ai) In Subject to the limitations set forth in this Agreement, Wolverine, on the one hand, and Purchaser, on the other hand, (separately, the “Indemnifying Party”) shall indemnify, defend and hold the other (and the other’s respective officers, directors, managers, employees, representatives, and agents) (collectively, the “Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all Damages arising, directly or indirectly, from or in connection with: (A) any breach of any representation and warranty of the Indemnifying Party contained in this Agreement or in any certificate delivered at or in connection with the Closing; or (B) any inaccuracy in any representation and warranty of an Indemnifying Party contained in this Agreement as of the Closing Date, giving any effect to any written information delivered to the Indemnified Party at or before the Closing; or (C) any breach or alleged breach of any covenant or agreement of the Indemnifying Party (or with respect to Wolverine, by Seller or W/Investments) contained in this Agreement or in a certificate delivered at the Closing; or (D) any and all indebtedness, obligations, and other liabilities of W/Investments, whether known or unknown, absolute, contingent, fixed or otherwise (collectively, the “Retained Liabilities”), whether existing, accrued, due or payable or are claimed to exist or to accrue or be due or payable for any period prior to September 15, 2008 (the “Retained Liabilities Effective Date”), even though such Retained Liabilities are discovered or asserted after the Retained Liabilities Effective Date. Solely for the purposes of this Section 8(a)(i)(D), the Indemnifying Party shall be Wolverine and the Indemnified Parties shall be Purchaser. (ii) The representations and warranties of Wolverine contained in Section 4, on the one hand, and of Purchaser contained in Section 6, on the other hand, of this Agreement shall survive for a period of twelve (12) months following the Closing Date; provided however, that the representations and warranties concerning taxes contained in Section 4(l) shall survive until the expiration of the statute of limitations under Applicable Law. The representations and warranties of Wolverine contained in Section 5 of this Agreement shall survive for a period of twelve (12) months following March 13, 2008; provided, however, in the event Indemnitee wasWolverine Shanghai does not deliver its audited financial statements for the fiscal year ending December 31, 2008 (the “2008 Financial Statements”) to Purchaser on or before February 14, 2009, this Agreement shall survive until the thirtieth (30th) day immediately following the date on which the 2008 Financial Statement is actually delivered to Purchaser; and provided further, however, that the representations and warranties concerning taxes contained in Section 5(k) shall survive until the expiration of the statute of limitations under Applicable Law. No representation or becomes warranty shall be deemed to be waived or otherwise diminished unless waived or otherwise diminished by express written consent. A party’s consummation of the transactions contemplated hereby after waiving any of the conditions to its obligation to close (including the condition that the other party’s representations and warranties be true in all material respects) shall limit or otherwise affect its rights to recover under this Agreement; provided, however, that in no event shall a party party’s decision to consummate the transactions contemplated hereby (“Closing Party”) be deemed to waive, limit or witness otherwise affect the other party’s indemnity obligations hereunder or the Closing Party’s right to recover for a breach of the representations and warranties contained in Sections 4(c), 5(b), and 6(b) of this Agreement. Further, the parties expressly agree that, notwithstanding the provisions of Section 8(a)(i), the terms and conditions of Section 8(a)(iv) shall be separate from and independent of the terms and conditions of Section 8(a)(i) and that no claim for indemnification which arises from the indemnification described in Section 8(a)(iv) shall be included in any claim for indemnification pursuant to Section 8(a)(i) and that no claim for indemnification which arises from the indemnification described in Section 8(a)(i) shall be included in any claim for indemnification pursuant to Section 8(a)(iv). (iii) Notwithstanding the foregoing, any indemnification relating to any goods manufactured, sold, marketed, or distributed or services provided by Wolverine Shanghai, Wolverine or its other Affiliates, or Purchaser or its Affiliates before the Closing shall not be governed by the terms and conditions of this Agreement, but shall be subject to those of the Voting Rights Agreement. (iv) Subject to the limitations set forth in Section 8(b) of this Agreement, Wolverine (the “Chinese Payment Indemnifying Party”) shall indemnify, defend and hold each of W/Investments, Wolverine Shanghai, and Purchaser (and the officers, directors, or owners, as the case may be, of W/Investments, Wolverine Shanghai, and Purchaser) (collectively, the “Chinese Payment Indemnified Parties”) harmless from and against, and shall pay to such persons and reimburse such persons for, any and all amounts actually paid by such Chinese Payment Indemnified Party which arises directly from or in connection with a claim by the People’s Republic of China that amounts are due from Wolverine Shanghai (or from W/Investments or Purchaser strictly and directly as a result of the direct or indirect, respectively, ownership of an interest in Wolverine Shanghai) under the local, regional, national or other participant inlaws of the People’s Republic of China with respect to the “capital gain” on the sale of the 30% Ownership Interest by Seller (that is, a tax on the difference between the purchase price and the tax basis in the thirty-percent (30%) ownership interest of Wolverine Shanghai on March 14, 2008) (the “Claimed Chinese Payment”). Purchaser, for itself, or is threatened to be made a party to on behalf of W/Investments or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by lawWolverine Shanghai, as soon the case may be and as practicable but in any event no later than it shall specifically give notice of to Wolverine, shall claim indemnification under this Section 8(a)(iv) by giving Wolverine written notice of the Claimed Chinese Payment within thirty (30) days after Purchaser receives written demand is presented notice of such Claimed Chinese Payment, which notice by Purchaser shall, if and to the Companyextent known by Purchaser after reasonable investigation, set forth the nature and amount of the Claimed Chinese Payment, the person against any which such Claimed Chinese Payment is made by the People’s Republic of China and copies of all Expensesrelevant documents related to such Claimed Chinese Payment (if such documents are available to Purchaser), judgmentsand the date when assessed, finesclaimed or incurred. Wolverine shall either pay such claim by Purchaser or give written notice to Purchaser of Wolverine’s disagreement with such claim, penalties specifying in reasonable detail the nature and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect extent of such Expenses, judgments, fines, penalties disagreement on or amounts paid in settlementbefore: (A) ten (10) days before the Claimed Chinese Payment is due or (B) thirty (30) days following Purchaser’s notice of such Proceeding claim, whichever shall first occur. If Purchaser and Wolverine are unable to resolve any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except disagreement as provided in Section 59(a), Indemnitee shall not be entitled then Purchaser and Wolverine agree to arbitrate such claim for indemnification pursuant to this Agreement Section 8(a)(iv) as otherwise provided in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such ProceedingSection 9. If so requested by IndemniteeThe rights, the Company shall advance, within ten (10) business days of such request, any duties and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under parties contained in this Section 2(a8(a)(iv) hereof shall be subject to survive the condition that Closing until the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation later of expiration of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court statute of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a limitations or final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority resolution of the Company's Board Claimed Chinese Payment, if a claim is pending as of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be expiration of the special, independent counsel referred to in Section 3 hereof. If there has been no determination by statute of limitations of the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeClaimed Chinese Payment.

Agreement to Indemnify. Shareholder, agrees to protect, defend, indemnify and hold Nations harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (aincluding, without limitation, related counsel and paralegal fees and expenses) In incurred or suffered by Nations resulting from or arising out of (i) any breach of a representation or warranty made by the event Indemnitee wasCompany or Shareholder in or pursuant to this Agreement, is (ii) any breach of the covenants or becomes a party agreements made by the Company or the Shareholder in this Agreement, (iii) any inaccuracy in any certificate delivered by the Company or the Shareholder pursuant to or witness or other participant inthis Agreement, or is threatened (iv) any loss of rights of use, occupancy or ownership with respect to be made a party any defaults by the Shareholder pursuant to that certain Land Contract dated January 25, 1983 relating to property in the City of Hazex Xxxk, Oakland County, Michigan among T. Cxxxxx, Xxbex Xxxxxx, Xxmex X. Xxxxx xxx Virgxxxx X. Xxxxx xxx that certain Addendum to Land Contract dated January 25, 1983 or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual effect or deemed receipt operation of any payments under this AgreementParagraph 3 of such Addendum to Land Contract (collectively, including "Indemnifiable Damages"). Without limiting the creation generality of the Trust pursuant foregoing with respect to Section 4 hereofthe measurement of Indemnifiable Damages, Nations shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Company and the Shareholder hereunder been true and correct and had the agreements and covenants of the Company and the Shareholder been performed in full. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5contained herein, Indemnitee Nations shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Indemnifiable Damages unless the Company has joined in or consented to aggregate of all such Indemnifiable Damages exceeds $65,000.00 (the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense AdvanceIndemnification Threshold"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the specialcase, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company Nations shall be entitled to the full amount of Indemnifiable Damages above the Indemnification Threshold, except that Indemnifiable Damages shall be reimbursed by Indemnitee limited to the amount of the Purchase Price in the case of a breach of Sections 3.1, 3.12, 3.17 and 3.18 herein, and to Three Million Dollars (who hereby agrees to reimburse the Company$3,000,000.00) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeIndemnifiable Damages.

Agreement to Indemnify. (a) In Subject to the event limitations provided herein ATC, Buyer and their Affiliates (collectively, the "Buyer Indemnitees") shall each be indemnified and held harmless on a joint and several basis by Stockholders and Sellers in respect of any Damages reasonably and proximately incurred by any Buyer Indemnitee was(i) as a result of any inaccuracy or misrepresentation in or breach of or failure to perform any representation, is warranty, covenant, agreement or becomes a party to obligation of any Stockholder or witness or other participant inSeller in this Agreement, or is threatened to be made a party to or witness or other participant in(ii) in connection with any Excluded Liabilities. The aggregate Liability of Stockholder and Seller under Section 9.01(a)(i) shall not exceed $40,000,000, a Proceeding by reason except in the case of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Damages due to the fullest extent permitted by law, as soon as practicable but in fraud or willful misconduct of any event no later than thirty Stockholder or Seller. (30b) days after written demand is presented Subject to the Companylimitations provided herein, against Stockholders, Sellers and their Affiliates (collectively the "Seller Indemnitees") shall each be indemnified and held harmless by ATC and Buyer in respect of any and all Expenses, judgments, fines, penalties Damages reasonably and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect proximately incurred by any of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Seller Indemnitee as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under representation, warranty, covenant, agreement or obligation of ATC or Buyer in this Agreement, including (ii) Assumed Liabilities or (iii) the creation conduct of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to Business after the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing Date. (bc) Notwithstanding the foregoing, (i) the obligations of the Company Buyer Indemnitees may not seek indemnification under Section 2(a9.01(a) shall be subject to unless and until the condition claims in the aggregate exceed $50,000, provided that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof if such threshold is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawexceeded, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) Buyer Indemnitees may seek indemnification hereunder for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law claims. The foregoing limitation shall not be binding and Indemnitee shall not be required apply to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as Damages relating to which all rights of appeal therefrom have been exhausted Excluded Liabilities or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, Damages due to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board fraud or willful misconduct of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party any Stockholder or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeSeller.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereof). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of The Buyers and their respective Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article 9 by law, as soon as practicable but Parent in any event no later than thirty (30) days after written demand is presented to the Company, against respect of any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and Losses incurred by any federal, state, local or foreign taxes imposed on the Buyer Indemnitee as a result of, relating to or arising from any of the actual following: (1) any inaccuracy or deemed receipt misrepresentation in or breach of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything representation or warranty made in this Agreement to the contrary and except as provided or in Section 5, Indemnitee shall not be entitled to indemnification pursuant any agreements which are exhibits to this Agreement in connection with by the Selling Parties at any Proceeding initiated time, whether or not Buyer's Indemnitees relied thereon or had knowledge thereof; provided, however, that for the purposes of determining whether there has been a Loss or the amount of any such Loss suffered by a Buyer Indemnitee against under this Section 9.1(a)(1), those representations and warranties of the Selling Parties qualified by a materiality standard shall be deemed not to include such materiality qualifiers; (2) any liabilities owed by the Company or any director Company Subsidiary to any of their respective shareholders, or officer any Affiliate of any such shareholder; (3) the business, operations or assets of the Company unless and the Company has joined in Subsidiaries or consented any state of facts, activity, incident, circumstance or condition relating, existing or occurring at or prior to the initiation of such Proceeding. If so requested by IndemniteeSubsequent Closing Date, including, but not limited to, all Taxes for which the Company shall advanceor any Company Subsidiary is or could be held liable with respect to (i) any taxable period ending on or prior to the Subsequent Closing Date, within ten and (10ii) business days of such request, any taxable period that includes and all Expenses to Indemnitee ends after the Subsequent Closing Date (an "Expense AdvanceOverlap Period") in an amount equal to the liability for Taxes that would have resulted had the Overlap Period ended at the close of business on the Subsequent Closing Date (utilizing, if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction); provided, however, that such Expenses notwithstanding the foregoing, there shall be advanced only upon delivery no right of indemnification under this Section 9.1(a)(3) with respect to Losses relating to items or matters that are (i) disclosed in the Company of an undertaking by Disclosure Letter or on behalf of (ii) disclosed and adequately reserved against in the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherFinancial Statements, that the Company shall make such advances but in each case only to the extent permitted of the dollar amount so disclosed or reserved, as the case may be; and (4) any liability owed as a result of the transactions contemplated by lawSections 8.1(r)(ii) and (iii). It is the mutual understanding of the Buyers and the Selling Parties that the indemnification obligations of the Selling Parties under each of the subsections (1), (2), (3) and (4) of this Section 9.1(a) are separate sources of obligation under this Agreement, and the failure of a Loss to be indemnifiable, in whole or in part, under one of such subsections does not exclude such Loss from qualifying as indemnifiable under another subsection. (b) To the extent that the Losses giving rise to an indemnification obligation of Parent are of the type covered by: (i) applicable insurance policies of Parent or its Affiliates covering the Business; (ii) the ERP Coverage; or (iii) any excess ERP coverage purchased by the Buyers or their Affiliates (hereinafter collectively the "Applicable Insurance"), then the Buyer Indemnitees shall, except as provided in the second sentence of this Section 9.1(b), first submit a claim for such Losses to the Applicable Insurance carrier before seeking indemnification from Parent, and Parent shall cooperate with the Buyer Indemnitees in the submission and resolution of such claim. Notwithstanding the foregoing, foregoing or any other provision of this Agreement: (i) the obligations of Buyer Indemnitees have agreed in Section 6.5 to not to submit any claim to Lex, and therefore the Company under Section 2(a) shall be subject Buyer Indemnitees agree not to seek indemnification from Parent to the condition that the Reviewing Party shall not extent any Loss would otherwise have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, been covered by Lex; and (ii) the obligation Buyer Indemnitees also agree that their exclusive remedy for professional liability errors and omissions Losses shall be to submit a claim for such Losses under the Applicable Insurance rather than seeking indemnification from Parent therefor. (c) Notwithstanding the foregoing, Parent shall not be obligated to indemnify a Buyer Indemnitee under this Section 9.1 with respect to any individual Loss unless and until (i) any such individual Loss exceeds Fifteen Thousand Dollars ($15,000) (the entire amount of such Loss, a "Qualified Loss") and (ii) the aggregate of all Qualified Losses suffered by all Buyer Indemnitees hereunder exceeds Five Hundred Thousand Dollars ($500,000) (the "Deductible Amount"), whereupon any Qualified Losses in excess of the Company to make an Expense Advance Deductible Amount shall become due and payable pursuant to Section 2(a) shall be subject to the condition thatterms of this Article 9, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings the foregoing limitations shall not apply with respect to any Losses under Section 9.1(a)(4). (d) Notwithstanding any other provision of this Agreement, in a court all events, the maximum obligation of competent jurisdiction Parent for indemnification pursuant to secure a determination that Indemnitee should Section 9.1(a)(1) or otherwise under this Agreement (the "Maximum R&W Indemnification") shall be the Escrow Amount. (e) The Selling Parties and their respective Affiliates (collectively, the "Seller Indemnitees") shall each be indemnified under applicable law, and held harmless to the extent set forth in this Article 9 by Xxxxxx in respect of any determination and all Losses incurred by any Seller Indemnitee as a result of (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by the Reviewing Party that Indemnitee would not be permitted Buyers in this Agreement or in agreements which are exhibits to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse this Agreement, or (ii) the business, operations or assets of the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse and the Company for Expense Advances Subsidiaries or any state of facts, activity, incident, circumstances or condition relating, existing or occurring after the Subsequent Closing Date. (f) The indemnification procedures of Article 9 shall be unsecured the exclusive remedy of the parties hereto for Losses resulting from any inaccuracies or misrepresentations in or breach of any representation or warranty made in this Agreement or in any agreements which are exhibits to this Agreement. (g) Notwithstanding the foregoing, none of the provisions pertaining to the Deductible Amount, the Maximum R&W Indemnification or the exclusivity of remedies set forth in Sections 9.1(b), (c), (d), (e) and no interest (f), respectively, shall be charged thereon, apply to the indemnification obligations of Parent to the extent permitted by law. If there has not been a Change that any inaccuracy or misrepresentation in Controlor breach of any representation or warranty or any other indemnifiable condition under this Agreement results from fraud, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party gross negligence or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court willful misconduct in the States making of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party representation or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteewarranty.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inBuyer, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of RBC and their Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article VIII by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or Seller in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementany Damages reasonably and proximately incurred by any Buyer Indemnitee (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5or any agreement, Indemnitee shall not be entitled to indemnification pursuant to this Agreement document or certificate delivered hereunder, (ii) in connection with any Proceeding initiated by Indemnitee against Excluded Liability, or (iii) in connection with any Liability arising during, or directly or indirectly associated with, the Company or any director or officer Interim Period and not constituting an ordinary course Liability of the Company unless type contained in the Company has joined June 30 Balance Sheet. Notwithstanding the foregoing, Seller shall not be liable as an Indemnifying Party with respect to any claim relating to an inaccuracy or misrepresentation in or consented breach of any representation or warranty under subsection (a)(i) above if Buyer had Knowledge of such inaccuracy, misrepresentation or breach on or before the Closing Date. Further, Seller shall not be liable as an Indemnifying Party until all claims by the Buyer Indemnitees for indemnification exceed $100,000 in the aggregate, and thereafter Seller shall be liable, subject to the initiation of such Proceeding. If so requested by Indemniteeother limitations provided for elsewhere in this Agreement, the Company shall advance, within ten (10) business days of such request, any and for all Expenses to Indemnitee (an "Expense Advance")indemnification claims; provided, however, that such Expenses Seller shall be advanced only upon delivery liable, subject to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified other limitations provided for elsewhere in this Agreement, for all claims by the Company; provided furtherBuyer Indemnitees, regardless of amount, arising out of (i) the fraud or willful misconduct of Seller, (ii) any Lien that does not constitute a Permitted Lien, (iii) any Third Party Claim or (iv) any Excluded Liability. The aggregate liability of Seller collectively under this Section 8.1(a) of this Agreement shall not exceed $3,000,000, provided, however, that there shall be no limit on the Company shall make such advances only to the extent permitted aggregate liability of Seller for Damages incurred by lawBuyer in connection with: (1) Seller's fraud or willful misconduct; (2) any Excluded Liability; or (3) a Third Party Claim arising from an Excluded Liability. (b) Notwithstanding Seller and its Affiliates (collectively the foregoing, "Seller Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Article VIII by Buyer and RBC in respect of any and all Damages reasonably and proximately incurred by any Seller Indemnitee as a result of (i) the obligations any inaccuracy or misrepresentation in or breach of the Company under Section 2(a) shall be subject or failure to the condition that the Reviewing Party shall not have determined (perform any representation, warranty, covenant, agreement or obligation of Buyer or RBC in a written opinionthis Agreement, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) failure of Buyer or RBC to pay and discharge the obligation Assumed Liabilities or (iii) the conduct of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to Business after the condition thatEffective Time, if, when and but only to the extent that (A) such Damages are directly attributable to periods following the Reviewing Party determines Effective Time, (B) such Damages are not proximately caused by actions of Seller prior to the Effective Time, (C) such Damages do not arise fr om an Excluded Liability, (D) if the underlying act or omission giving rise to such Damages began or occurred prior to the Effective Time and continued after the Effective Time, such Damages increased following such time that Indemnitee would not be permitted Buyer obtained Knowledge thereof and failed to be so indemnified under applicable lawtake reasonable actions after the Closing Date in response thereto, and (E) if such Damages arose by reason of Liabilities incurred during, or with respect to, the Company shall be entitled Interim Period, they are not subject to be reimbursed by Indemnitee Seller's indemnification responsibilities set forth in subsection (who hereby agrees to reimburse the Companya)(iii) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeabove.

Agreement to Indemnify. (a) Seller (the “Seller Indemnitor”) shall indemnify, defend and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, representatives and agents (collectively, the “Buyer Indemnitees”) from, against and in respect of any and all Damages incurred by any Buyer Indemnitee arising out of or as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by Seller in any Transaction Agreement or any Exhibit or Schedule thereto; (ii) any breach of any covenant or agreement made by Seller in any Transaction Agreement; (iii) any Excluded Liability; and (iv) all fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (b) Buyer (the “Buyer Indemnitor”) shall indemnify, defend and hold harmless Seller and its affiliates, and their respective officers, directors, employees, representatives and agents (collectively, the “Seller Indemnitees”) from, against and in respect of any and all Damages incurred by any Seller Indemnitee arising out of or as a result of (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer in any Transaction Agreement or any Exhibit or Schedule thereto; (ii) any breach of any covenant or agreement made by either Buyer in any Transaction Agreement; and (iii) all fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. (c) In the event that a Buyer Indemnitee wasor Seller Indemnitee (each an “Indemnitee”) notifies the Seller Indemnitors or Buyer Indemnitor (each an “Indemnitor”) of any claim for which indemnification is available pursuant to Section 9.02(a) or Section 9.02(b), is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventas the case may be, the Company shall indemnify Indemnitee to the fullest extent permitted by lawIndemnitor shall, as soon as practicable but in any event no later than within thirty (30) days after written demand is presented the date of such notice, pay to the CompanyIndemnitee the amount of Damages payable pursuant to Section 9.02(a) or Section 9.02(b), against as applicable, and shall thereafter pay any other damages payable pursuant to Section 9.02(a) or Section 9.02(b), as applicable, and all Expensesarising out of the same matter on demand unless the Indemnitor disputes in writing its liability for, judgmentsor the amount of, finesany such Damages within such 30-day period, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or which case such payment shall be made as provided above in respect of such Expenses, judgments, fines, penalties any matters or amounts paid in settlement) of such Proceeding not so disputed and any federal, state, local or foreign taxes imposed on the Indemnitee as a result Damages in respect of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If matters so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses disputed shall be advanced only upon delivery to paid within five (5) Business Days after any determination (by agreement of Buyer and the Company of an undertaking Seller or by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction in a final, non-appealable decision) that the Indemnitor is liable therefor pursuant to secure Section 9.02(a) or Section 9.02(b), as applicable. For avoidance of doubt, an Indemnitor’s dispute of liability shall not relieve it of any obligation that arises hereunder. (d) Notwithstanding Section 9.02(c), if a determination that Buyer Indemnitee should has a claim for which indemnification is available pursuant to Section 9.02(a), unless Seller, in its sole discretion, chooses to satisfy such claim in cash pursuant to Section 9.02(c), such indemnification claim may only be indemnified under applicable law, any determination made satisfied by the Reviewing Party that delivery of the Claim Shares from the Escrow Stock and, if such claim is a Special Claim, the Supplemental Escrow Stock (if necessary to satisfy such claim in full), and claims so satisfied shall be administered in accordance with the procedures set forth in Sections 4 and 5 of the Escrow Agreement. (e) Promptly after receipt by an Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and of notice of the assertion of a third-party claim against it, such Indemnitee shall give notice to the Indemnitor of the assertion of such third-party claim, provided that the failure to notify the Indemnitor will not be required relieve the Indemnitor of any liability that it may have to reimburse the Company any Indemnitee, except for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured fees and no interest shall be charged thereon, costs incurred before notification and to the extent permitted by law. If there has not been a Change in Control, thereafter that the Reviewing Party shall be selected Indemnitor is materially prejudiced by the Board of Directors, and if there has been Indemnitee failure to give such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteenotice.

Agreement to Indemnify. Each Company Stockholder and Nonaccredited Holder shall severally (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee based on each such holder’s Escrow Pro Rata Share with respect to the fullest extent permitted by lawEscrow Amount and such holder’s Pro Rata Share in all other instances), and not jointly, indemnify and hold harmless Parent and its officers, directors, agents, representatives, shareholders and employees, and each Person, if any, who controls or may control Parent within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as soon an “Parent Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Parent Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expenseslosses, judgmentscosts, finesdamages, penalties Liabilities and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges paid experts’ fees, costs of investigation and court costs) but net of any recoveries under existing insurance policies or payable indemnities from third parties (hereinafter collectively referred to as “Damages”), directly or indirectly arising out of, resulting from or in connection with with: (a) any failure of any representation or warranty made by the Company in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementthis Agreement (as modified by the Company Disclosure Schedule) of such Proceeding to be true and any federal, state, local or foreign taxes imposed on the Indemnitee correct as a result of the actual date of this Agreement and as of the Closing Date (as though such representation or deemed receipt warranty were made as of any payments under the Closing Date rather than the date of this Agreement, including except in the creation case of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary any individual representation and except warranty which by its terms speaks only as provided in Section 5of a specific date or dates, Indemnitee which shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation true and correct as of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"specific date or dates); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.; (b) Notwithstanding the foregoingany failure of any certification, (i) the obligations of representation or warranty made by the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a7.2 to be true and correct as of the date such certificate is delivered to Parent; (c) shall be subject any breach of any of the covenants or agreements made by the Company in this Agreement; or (d) any payments paid with respect to the condition that, if, when and Dissenting Shares to the extent that such payments, in the Reviewing Party determines aggregate, exceed the value of the amounts that Indemnitee otherwise would not be permitted have been payable pursuant to Article II upon the exchange of Dissenting Shares. In determining the amount of any Damages in respect of the failure of any representation or warranty to be so indemnified under applicable lawtrue and correct, the Company any materiality standard or qualification (including a Material Adverse Effect qualification) contained in such representation or warranty shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedisregarded.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys’ and other professionals’ fees and other out- of-pocket expenses), judgments, appeal bonds, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (“Proceeding”) In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations fact that the Indemnitee is or was a director, officer, employee or agent at any time or is or was at any time serving at the request of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in Corporation as a written opiniondirector, in any case in which the specialofficer, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable lawemployee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the obligation Indemnitee in such capacity, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) reasonably believed to be in or not opposed to the best interests of the Company Corporation and (y) with respect to make an Expense Advance pursuant any criminal action or proceeding, had reasonable cause to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paidbelieve was lawful; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that jurisdiction, after exhaustion of all appeals there from, adjudges the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required liable to reimburse the Company Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party amount or if the Reviewing Party determines that Indemnitee substantively would not be permitted pays an amount in settlement to be the Corporation, the Corporation may indemnify the Indemnitee for such amount only with the approval of such court. The expenses indemnified hereunder shall include any out of pocket expenses incurred by Indemnitee in whole connection with any action, suit or in part under applicable law, Indemnitee shall have proceeding to enforce the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeindemnification under this Agreement.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, . Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxx Xxxxxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's ’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasCompany Stockholders shall severally (in an amount equal to 1/7th of any such Damages per Company Stockholder) indemnify and agree to defend and hold harmless Parent and the Surviving Entity (and their respective Affiliates, officers, directors, employees, representatives and agents) (“Parent Indemnified Persons” and, singularly, a “Parent Indemnified Person”) against and in respect of any and all Damages, by reason of or otherwise arising out of: (i) Parent Indemnified Taxes; (ii) any amount Parent is entitled to claim as Damages calculated in accordance with Section 2.07(c); (iii) any claim by an employee or becomes a party former employee of the Company, or any other person or entity, based upon (A) such employee’s or former employee’s employment with the Company prior to the Effective Time, (B) the termination of employment of current or witness former employees of the Company pursuant to this Agreement or otherwise prior to the Effective Time, or (C) any severance arrangements or payments or any benefit, salary, bonus, commission or other participant in, compensation payments made or is threatened required to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee connection with such terminations prior to the fullest extent permitted Effective Time; (iv) any claim by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to a Company Stockholder or former stockholder of the Company, or any other person or entity, against the Company or any and all Expensesof its Affiliates, judgmentsofficers, finesdirectors, penalties and amounts paid in settlement employees or agents, based upon any rights of a stockholder (other than the right of Company Stockholders to receive Merger Consideration pursuant to this Agreement), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on dissenter rights under the Indemnitee as a result applicable provisions of the actual California Code, any option, preemptive rights or deemed receipt rights to notice or to vote; (v) a breach of any payments under this Agreementa representation, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything warranty or covenant contained in this Agreement to made by the contrary and except as provided Company; or (vi) a breach of a representation, warranty or covenant contained in Section 5this Agreement made by such Company Stockholder. provided, Indemnitee shall that, the Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 11.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $85,000 (the “Parent Indemnification Basket”), in or consented which case the Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii), (iv) and (vi) above or any claim for indemnification under item (v) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 4.06, Section 4.08, Section 4.09, Section 4.11 or Section 4.18 due to uncollectability of accounts receivable. (b) Notwithstanding Parent shall indemnify and agrees to defend and hold harmless the foregoingCompany Stockholders (and their respective affiliates, representatives and agents) against and in respect of any and all Damages by reason of or otherwise arising out of: (i) the obligations a breach by Parent or Merger Sub of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any representation, warranty or covenant contained in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and this Agreement; or (ii) the obligation any claim of the Company false or misleading information relating to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition Parent included in Parent SEC Filings provided, that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall Stockholders will not be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 11.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Company Stockholders exceeds $85,000, in which case the Company Stockholders will be entitled to indemnification for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights the full amount of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) In Subject to the event exceptions contained in Section 5(a) below, if Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to any Proceeding (other than an action by or witness or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable EventIndemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company shall indemnify against all Expenses and Liabilities incurred or paid by Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 5(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result right of the actual or deemed receipt Company to procure a judgment in its favor by reason of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Indemnitee’s Corporate Status, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated indemnified by Indemnitee against the Company or against all Indemnifiable Expenses. (c) The indemnification and contribution provided for in this Section 3 will remain in full force and effect regardless of any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking investigation made by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by or any officer, director, employee, agent or controlling person of the Company; provided further, that the Company shall make such advances only to the extent permitted by lawIndemnitee. (bd) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Entity (other than a Subsidiary of the Company) shall be excess to and reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Entity or through insurance arranged by the Entity. For clarity, any payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement. Notwithstanding any other provision of this Agreement to the foregoingcontrary, (i) the obligations of the Company under Section 2(a) Indemnitee shall be subject have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified Company’s satisfaction and performance of all its obligations under applicable lawthis Agreement, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled perform fully its obligations under this Agreement without regard to be reimbursed by whether Indemnitee (who hereby agrees to reimburse holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or Entity other than the Company) for all such amounts theretofore paid; provided, however, that nothing in this provision shall limit the Company’s right to reduce, offset, allocate, pursue or apportion any amounts paid under this Agreement properly attributable to or paid by other persons or Entity (including without limitation as contemplated by Section 19). (e) Notwithstanding any other provision of this Agreement to the contrary, if Indemnitee has commenced legal proceedings was or is serving in his or her capacity as a court director, officer, employee or agent of competent jurisdiction to secure a determination that the Company in connection with his or her employment or other relationship with another investor in this Company, and such other investor provides for indemnification or advancement of expenses for the benefit of Indemnitee should be indemnified under applicable law, any determination made for the matters covered by the Reviewing Party that Indemnitee would not be permitted Company’s obligations under this Agreement, the Company’s obligations, if any, pursuant to be indemnified under applicable law shall not be binding and this Agreement to indemnify or advance expenses to Indemnitee shall be superior to and not be required pari passu or junior to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as Investor’s or such other investor’s obligations to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles, the Companies Law and all other applicable laws, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee’s Position to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) In Subject to the event exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness participant in any Proceeding (other than an action by or other participant in, a Proceeding in the right of the Company) by reason of (or arising in part out of) an Indemnifiable Eventthe Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company shall indemnify against all Expenses and Liabilities properly incurred or paid by the Indemnitee to or on the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable Indemnitee’s behalf in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding (referred to herein as “Indemnifiable Expenses” and any federal“Indemnifiable Liabilities,” respectively, state, local or foreign taxes imposed on the Indemnitee and collectively as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"“Indemnifiable Amounts”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject Subject to the condition that exceptions contained in Section 4, Section 6 and Section 8 below, if the Reviewing Party shall not have determined (in Indemnitee was or is, or is threatened to be made, a written opinion, party to or participant in any case Proceeding by or in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation right of the Company to make an Expense Advance pursuant to Section 2(a) procure a judgment in its favor by reason of the Indemnitee’s Position, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the condition thatexceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, when and to by reason of the extent that Indemnitee’s Position, the Reviewing Party determines that Indemnitee would not be permitted is, or is threatened to be so indemnified under applicable lawmade, a party to or participant in any Proceeding (including a Proceeding by or in the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse right of the Company) for all such amounts theretofore paid; provided, however, provided that if in no circumstances shall the Company be obligated to make any payment to the Indemnitee has commenced that it is advised by its legal proceedings in a court advisers would be unlawful under the laws of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made Jersey or is prohibited by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeArticles.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or incurred in connection with settlement (including all interest, interest assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall pay in advance of the final disposition of any Claim any and all Expenses incurred or paid by Indemnitee (an "Expense Advance"). An Expense Advance shall be made by the Company within five business days of any such request by Indemnitee, Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Sections 5 and 15(c), prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding Claim initiated by Indemnitee against the Company or any director or officer of the Company unless such proceeding (or part thereof) was authorized by the Company has joined in or consented to the initiation Board of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf Directors of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, and subject to the provisions of Section 6 hereof (i) the obligations of the Company under Section 2(a) for indemnification shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be is permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, ; when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable lawlaw for the amount advanced by the Company, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, ) the Reviewing Party shall be the special, independent counsel Independent Legal Counsel referred to in Section 3 hereof. hereof If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation commence, in any accordance with Section 15 hereof, an action in a court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper an arbitration proceeding seeking an initial determination by the court or arbitration panel or challenging any such determination by the Reviewing Party or any aspect thereof, ; or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. Following the Closing and subject to the limitations set forth herein, (a) In the event Indemnitee wasPrincipals shall severally in accordance with their Applicable Percentages indemnify and agree to defend and hold harmless (as may be limited for each Principal as set forth herein) Parent and the Surviving Corporation (and their respective Affiliates, is or becomes a party to or witness or other participant inofficers, or is threatened to be made a party to or witness or other participant indirectors, employees, representatives and agents) ("Parent Indemnified Persons" and, singularly, a Proceeding "Parent Indemnified Person") against and in respect of any and all Damages, by reason of (or otherwise arising in part out of: (i) an Indemnifiable Event, the Company shall indemnify Indemnitee Parent Indemnified Taxes; (ii) any amount Parent is entitled to the fullest extent permitted claim as Damages calculated in accordance with Section 2.11(c); (iii) any claim by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to a Securityholder or former securityholder of the Company, or any other Person, against the Company or any of its Affiliates or their respective officers, directors, employees or agents, based upon any rights of a securityholder (other than the right of the Closing Recipients to receive the Total Consideration pursuant to this Agreement), including appraisal rights (to the extent greater in amount than the consideration payable under this Agreement to any such person) under the applicable provisions of any option, preemptive rights or rights to notice or to vote; (iv) any expenses incurred by the Company in connection with this Agreement and the transactions contemplated hereby which are not paid by the Company prior to the Closing and which are not reflected on the Closing Date Statement, including, without limitation, any and all Expensesfees, judgmentsexpenses and costs payable to KPMG Corporate Finance LLC; (v) any liabilities, finesobligations or expenses resulting from or arising with respect to incidents occurring before the Effective Time, penalties and amounts paid in settlement regardless of when the claim is made; or (including all interestvi) a breach of a representation, assessments and other charges paid warranty or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything covenant contained in this Agreement to made by the contrary and except as Company or Principals; provided in Section 5that, Indemnitee shall the Parent Indemnified Persons will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company Section 6.01(a) unless the Company has joined aggregate amount of all Damages for which indemnification is sought by the Parent Indemnified Persons exceeds $125,000 (the "Parent Indemnification Basket"), in or consented which case Parent Indemnified Persons will be entitled to indemnification for the initiation full amount of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Damages; provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company Parent Indemnification Basket shall make such advances only not apply to any claim for indemnification based on items (i), (ii), (iii), (iv) and (v) above or any claim for indemnification under item (vi) above to the extent permitted by lawsuch claim relates to a breach of representation, warranty or covenant under Section 3.01, Section 3.02, Section 3.03, Section 3.06, Section 3.08, Section 3.09, Section 3.11, Section 3.13, or Section 3.17 (such representations, warranties and covenants, the "Fundamental Representations"). (b) Notwithstanding Parent shall indemnify, defend and hold harmless the foregoingPrincipals and their respective affiliates, representatives and agents (ithe "Principal Indemnitees") the obligations against and in respect of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (any and all Damages by reason of or otherwise arising out of a breach by Parent or Merger Sub of any representation, warranty or covenant contained in a written opinionthis Agreement; provided, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would Principal Indemnitees will not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees indemnification pursuant to reimburse this Section 6.01(b) unless the Company) aggregate amount of all Damages for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made which indemnification is sought by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonPrincipal Indemnitees exceeds $125,000, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by case the court or challenging any Principal Indemnitees will be entitled to indemnification for the full amount of such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDamages.

Agreement to Indemnify. (a) In Each Seller and the event Indemnitee wasStockholder hereby jointly and severally agree to indemnify, is defend and hold harmless Spectrum, Buyer and their respective Affiliates, and the directors, officers, employees and agents thereof (“Buyer Indemnitees”) from and against, and to reimburse Buyer Indemnitees, from, against and in respect of any and all Losses, asserted against or becomes a party to imposed upon or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding incurred by any of them: (i) by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt breach of any payments under this Agreement, including representation or warranty of a Seller or the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Stockholder contained in this Agreement to (including any Schedule or the contrary and except as provided Disclosure Schedules attached hereto); (ii) by reason of the material breach of any covenant or agreement by a Seller or the Stockholder in Section 5, Indemnitee shall not be entitled to indemnification or pursuant to this Agreement (including any required payment by a Seller and the Stockholder of the Net Working Capital Adjustment); (iii) arising from any Retained Liabilities; (iv) resulting from or arising out of the parties’ failure to comply with bulk sales laws notwithstanding any waiver by the parties of such compliance therewith pursuant to this Agreement; or (v) to the extent relating exclusively to any Environmental Claims or any environmental condition existing on or before the Closing Date, any failure or alleged failure to comply with any Environmental Laws on or before the Closing Date, or in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Sellers’ operation of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, Business at any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by Facilities before the Company; provided further, that the Company shall make such advances only to the extent permitted by lawClosing Date. (b) Notwithstanding Each of Spectrum and Buyer hereby jointly and severally agree to indemnify, defend and hold harmless each Seller, the foregoingStockholder and their respective Affiliates, and the directors, officers, employees and agents thereof (“Seller Indemnitees”) from and against, and to reimburse Seller Indemnitees, from, against and in respect of any and all Losses, asserted against or imposed upon or incurred by any of them: (i) the obligations by reason of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined any breach of any representation or warranty of Spectrum or Buyer contained in this Agreement (in a written opinion, in including any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Schedule attached hereto); (ii) the obligation by reason of the Company to make an Expense Advance material breach of any covenant or agreement by Spectrum or Buyer in or pursuant to Section 2(athis Agreement (including any required payment by Spectrum or Buyer of the Net Working Capital Adjustment); (iii) shall be subject arising from any Assumed Liabilities; or (iv) relating to any environmental condition other than those existing before the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawClosing Date, any determination made by failure or alleged failure to comply with any Environmental Laws after the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made Closing Date, or in connection with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority Buyer’s operation of the Company's Board Business at any of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be Facilities after the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeClosing Date.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of Sellers shall jointly and severally indemnify and hold harmless the Buyer and its Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall indemnify Indemnitee “Buyer Indemnitees”) to the fullest extent permitted by law, as soon as practicable but set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or this Article IX in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding any Losses reasonably and any federal, state, local or foreign taxes imposed on the Indemnitee proximately incurred by Buyer Indemnitees as a result of the actual (i) any inaccuracy or deemed receipt misrepresentation in any representation or warranty of MTC or Sellers made herein or any payments under this Agreementbreach of or failure to perform any covenant, including the creation agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything MTC or Sellers in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director agreement, document or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")certificate delivered hereunder; provided, however, that Sellers shall have no liability on account of this Section 9.1(a)(i) with respect to any claim relating to any events, facts or circumstances of which the Buyer had Knowledge on or before the Closing Date (except in the case of any claim relating to any Taxes in which case Sellers shall have liability on account of this Section 9.1(a)(i) whether or not Buyer has Knowledge of any events, facts or circumstances with respect to such Expenses shall be advanced only upon delivery to the Company of an undertaking claim); (ii) any federal or state income Taxes incurred by MTC or its Subsidiaries caused by or on behalf resulting from the sale of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided furtherShares, that the Company shall make such advances only except to the extent permitted by lawsuch Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date; (iii) any Taxes imposed on or relating to MTC or any of its Subsidiaries for any Pre-Closing Period, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date, and (iv) any Liabilities of MTC unrelated to its ownership of Oxy-Dry. (b) Notwithstanding the foregoing, foregoing paragraph (a): (i) the obligations of the Company Sellers shall not be liable under Section 2(a9.1(a)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(a)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the “Minimum Amount”), and thereafter Sellers shall be liable, subject to the condition that other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and Minimum Amount; (ii) the obligation The aggregate liability of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) Sellers for all such amounts theretofore paid; providedLosses under this Agreement and any agreement, document or certificate delivered herewith and the Acquisition shall not exceed Two Million Dollars ($2,000,000) (the “Maximum Amount”), provided however, that if the liability of Sellers for Taxes, and for liabilities of MTC unrelated to its ownership of Oxy-Dry and for fraud shall be unlimited; and (iii) Sellers shall have no liability to indemnify any Buyer Indemnitee has commenced legal proceedings for any Losses (other than in a court respect of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable lawTaxes, any determination made by Liabilities of MTC unrelated to its ownership of Oxy-Dry or fraud) (A) related to any liability that is specifically set forth (i) in the Reviewing Party calculation of Closing Working Capital Value or (ii) on the Financial Statements or the Reference Purchase Price Statement, (B) under Section 9.1(a)(i), if the Buyer had Knowledge that Indemnitee would the representations and warranties of MTC or Sellers in this Agreement were not be permitted true and correct prior to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereonClosing, to the extent arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates, (C) under Section 9.1(a)(i), in respect of a breach of any representations and warranties, to the extent disclosed in the Seller Disclosure Schedule, (D) to the extent arising from a change in Law that becomes effective after the Closing Date or (E) arising or resulting from any action taken or omitted to be taken by the Buyer or any of its Affiliates after the Closing Date other than as contemplated or permitted by law. If there has not been a Change in Controlthis Agreement. (c) Buyer shall indemnify and hold harmless Sellers and their respective Affiliates (collectively the “Seller Indemnitees” and, together with the Buyer Indemnitees, the Reviewing Party shall be selected “Indemnitees”) to the extent set forth in this Article IX in respect of any and all Losses reasonably and proximately incurred by any Seller Indemnitee: (i) as a result of any inaccuracy or misrepresentation in any representation or warranty of the Board Buyer made herein or any breach of Directorsor failure to perform any covenant, agreement or obligation of the Buyer in this Agreement or any agreement, document or certificate delivered hereunder; or (ii) as a result of liabilities of MTC and if there has been such a Change its Subsidiaries, including liabilities arising from matters, facts and circumstances set forth in Controlthe Seller Disclosure Schedule to Article IV hereof, other than a Change (x) Tax liabilities of MTC or any of its Subsidiaries arising from any Pre-Closing Period, (y) liabilities of MTC unrelated to its ownership of Oxy-Dry or (z) liabilities in Control respect of which has been approved by a majority Sellers are obligated to indemnify and hold harmless Buyer Indemnitees pursuant to Section 9.1(a). (d) Notwithstanding the foregoing paragraph (c): (i) Buyer shall not be liable under Section 9.1(c)(i) for any Losses in respect of any claim (or group of directly related claims) subject to Section 9.1(c)(i) until all Losses in respect of all claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate (the “Minimum Amount”), and thereafter Buyer shall be liable, subject to the other limitations provided for elsewhere in this Agreement, for all Losses in excess of the Company's Board Minimum Amount; and (ii) The aggregate liability of Directors who were directors immediately prior to such Change in ControlBuyer for all Losses under this Agreement and any agreement, document or certificate delivered herewith and the Reviewing Party Acquisition shall not exceed Two Million Dollars ($2,000,000) (the “Maximum Amount”); provided however, that the liability of Buyer for fraud shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteeunlimited.

Agreement to Indemnify. (ai) In The Corporation agrees to indemnify and hold the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Director harmless to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to permissible under the Company, against law from any and all Expensesexpense, liability, and loss, (including attorneys’ fees, judgments, fines, ERISA, excise taxes, or penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts to be paid in settlement) reasonably incurred or suffered by such person in connection with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee proceeding is alleged action in an official capacity as a result director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent. The indemnification provided in this paragraph 1(a)(i) shall inure to the benefit of the actual or deemed receipt of any payments under this AgreementDirector’s heirs, including the creation of the Trust pursuant executors and administrators. The right to Section 4 hereof. Notwithstanding anything indemnification conferred in this Agreement paragraph 1(a)(i) shall include the right to be paid by the contrary and except as provided Corporation the expenses incurred in Section 5defending any such proceeding in advance of its final disposition, Indemnitee shall not be entitled subject in all cases to requirements of applicable law. (ii) Notwithstanding the foregoing, if the Director is seeking indemnification pursuant to under paragraph 1(a)(i) of this Agreement in connection with any Proceeding a proceeding (or part thereof) initiated by Indemnitee against the Company Director, other than a proceeding for payment of a claim under paragraph 1(a)(i) of this Agreement, the Corporation shall indemnify the Director only if such proceeding (or any director or officer part thereof) was authorized by the Board of Directors of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawCorporation. (b) Notwithstanding In addition to the foregoing, with respect to the Director the Corporation will be bound by and perform (i) the obligations terms of paragraphs 6.5(a) through (e) of Article VI of the Company under Section 2(a) shall be subject Corporation’s 1998 Restated Certificate of Incorporation as in effect on the date of this Agreement and as set forth as Schedule 1 to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, this Agreement and incorporated by reference herein and (ii) the obligation any other provision of the Company Corporation’s Certificate of Incorporation in effect after the date of this Agreement and during the term of the Director. No modification or amendment to make an Expense Advance pursuant to Section 2(aany governing document of the Corporation, including without limitation the Corporation’s 1998 Restated Certificate of Incorporation, shall in any way adversely affect the Director’s rights under this Agreement. (c) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law This Agreement shall not be binding and Indemnitee shall not deemed to diminish or otherwise restrict the Director’s right to indemnification under the law or under any provision of the Corporation’s Certificate of Incorporation or Bylaws, as they may be required amended, restated or otherwise changed from time to reimburse time, that may be more favorable to the Company for any Expense Advance until a final judicial determination is made with respect thereto Director than the Director’s rights under this Agreement. (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances d) This Agreement shall be unsecured binding on all successors and no interest assigns of the Corporation (including any transferee of all or substantially all of its assets and any successor by merger, consolidation, or operation of law) and shall be charged thereon, inure to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority benefit of the Company's Board heirs, personal representatives and estate of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeDirector.

Agreement to Indemnify. (a) In From and after the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable EventClosing, the Company shall and the Shareholder, jointly and severally, agree to protect, defend, indemnify Indemnitee and hold Nations harmless from and will pay to Nations the fullest extent permitted aggregate of any loss, liability, claim, action, damage, expense (including costs of investigation and defense and reasonable attorneys fees), penalty, or fine, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by lawthe Company, as soon as practicable and the Shareholder in this Agreement (but in any event no later than thirty (30) days after written demand is presented giving effect to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement's Disclosure Schedules) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director other certificate or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking document delivered by or on behalf of the Indemnitee Company or the Shareholder pursuant to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified this Agreement; (ii) any breach by the Company; provided further, that Company or the Shareholder of any covenant or obligation of the Company shall make such advances only or Shareholder in this Agreement; (iii) any claims (regardless of whether made before or after Closing) that arise from any facts or circumstances, acts or omissions occurring prior to the extent permitted by lawClosing Date or relate to the Excluded Assets and the Excluded Liabilities; and (iv) any claims related to any obligation, liability, operations or the business of A-MOP. (b) Notwithstanding Nations, agrees to protect, defend, indemnify and hold the foregoingCompany and the Shareholder harmless from and will pay to the Company and Shareholder the aggregate of any Damages arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by Nations in this Asset Purchase Agreement or any other certificate or document delivered by or on behalf of Nations pursuant to this Agreement; (ii) any breach by Nations of any covenant or obligation of Nations in this Agreement; or (iii) the obligations Assumed Liabilities, except for any liability or obligation relating to any default under any of the Company under Section 2(a) shall be Assumed Liabilities to the extent such default existed prior to the Closing (subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Threshold provided at Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed10.2). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Agreement to Indemnify. (ai) RSVP and RAP, jointly and severally (each, an "Indemnifying Party" and, collectively, the "Indemnifying Parties"), agree to indemnify and hold harmless Asset Manager and its affiliates, successors and assigns, and all of their respective officers, directors, partners, shareholders, employees (including "contract" employees), members, partners and managers ("Asset Manager Indemnitees"), against any and all Damages (as defined in the Amended LLC Agreement) suffered or incurred by any of them resulting from, arising out of, based on or relating to (i) any breach of any representation or warranty made by the Companies in this Agreement; or (ii) any failure to perform any covenant, agreement or undertaking on the part of the Companies contained in this Agreement; or (iii) any third party claims asserted against any Asset Manager Indemnitee which result from or are based upon Asset Manager's performance (or lack of performance) under this Agreement during the term of this Agreement, unless in the case of clauses (ii) (solely to the extent directly caused by Asset Manager) and (iii) related claims, the Damages are caused directly by an act or omission of Asset Manager constituting gross negligence, fraud or intentional misconduct of Asset Manager, in which event neither Asset Manager nor any other Asset Manager Indemnitee will be indemnified for such Damages under this Agreement. The right of indemnification pursuant to this Section 8(o) in connection with a third-party action shall include the right to be paid, in advance or within 15 business days of presentation of reasonable supporting documentation, to the Companies for the reasonable expenses incurred by an Asset Manager Indemnitee who was, is, or is threatened in writing to be made a named defendant or respondent in any third-party action, suit, arbitration, administrative hearing or other proceeding provided that such Asset Manager Indemnitee shall have given a written undertaking to reimburse the Companies in the event it is subsequently determined by a court of competent jurisdiction from which no further appeal may be taken or as to which the time for appeal has lapsed, that he, she or it is not entitled to such indemnification. (ii) In order for an Asset Manager Indemnitee to be entitled to indemnification pursuant to this Agreement, the Asset Manager Indemnitee shall notify the Indemnifying Parties in writing of any claim to which it is entitled to indemnification within thirty (30) days of the date such party receives written notice or otherwise becomes aware of the claim, describing in reasonable detail such claim; provided, however, that the failure of an Asset Manager Indemnitee to so notify the Indemnifying Parties of the claim shall not relieve the Indemnifying Parties of their obligations under this Agreement except to the extent the Indemnifying Parties shall have been actually prejudiced as a result of such failure; and provided further, that the Indemnifying Parties shall not be liable for any expenses incurred during the period in which the Asset Manager Indemnitee failed to give such notice. The Asset Manager Indemnitee shall deliver to the Indemnifying Parties copies of all notices and documents (including court papers) received by the Asset Manager Indemnitee relating the claim along with the notice referred to above. If the Indemnifying Parties do not object in writing to the availability of the indemnity under this Agreement within thirty (30) days after receiving such notice, then the claim set forth in the notice by such party shall be considered a valid claim under this Agreement (a "Valid Claim"), and such Valid Claim shall be payable in accordance with this Agreement. In the event Indemnitee the Indemnifying Party objects to the availability of the indemnity under this Agreement, then the Indemnified Party shall be entitled to be paid for the reasonable expenses incurred by the Indemnified Party in defense of such claim in the manner and to the extent provided in the immediately following sentence. The right of indemnification under this Agreement shall include the right to be paid by the Indemnifying Party, in advance or within 15 Business Days (as defined in the Amended LLC Agreement) of presentation of reasonable supporting documentation, for the reasonable expenses incurred by the Indemnified Party, who was, is or becomes a party to or witness or other participant inis, or is threatened to be made a party to named defendant or witness respondent in an action, suit, arbitration, administrative hearing or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as proceeding provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Indemnified Party shall not have determined (in given a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees undertaking to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings Indemnifying Party in the event it is subsequently determined by a court of competent jurisdiction from which no further appeal may be taken or as to secure which the time for appeal has lapsed, that he, she or it is not entitled to such indemnification. (iii) If any Valid Claim arises out of or involves a determination that Indemnitee should be indemnified under applicable law, any determination claim or demand made by any person that is not a party to this Agreement or an Asset Manager Indemnitee seeking indemnification (a "Third Party Claim"), then the Reviewing Indemnifying Parties shall be entitled to participate in, and direct and/or assume the defense of such action on behalf of the Asset Manager Indemnitee, with counsel selected by the Indemnifying Parties; provided, that such counsel is not reasonably objected to by the Asset Manager Indemnitee. Should the Indemnifying Parties so elect to assume the defense of a Third Party that Indemnitee would not be permitted to be indemnified under applicable law Claim, the Indemnifying Parties shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, liable to the extent permitted Asset Manager Indemnitee for legal expenses subsequently incurred by lawthe Asset Manager Indemnitee in connection with the defense thereof. If there has not been a Change in Controlany of the Indemnifying Parties assumes such defense, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Asset Manager Indemnitee shall have the right to commence litigation in any court participate in the States of California or Delaware having subject matter jurisdiction defense thereof and in which venue is proper seeking an initial determination to employ counsel, at its own expense, separate from the counsel employed by the court or challenging any Indemnifying Parties, it being understood that the Indemnifying Parties shall control such determination defense. Notwithstanding the foregoing, the Indemnifying Parties shall be liable for the fees and expenses of counsel employed by the Reviewing Asset Manager Indemnitee for any period during which any of the Indemnifying Parties have failed to assume the defense thereof (other than during the period prior to the time the Asset Manager Indemnitee shall have given notice of the Third Party Claim as provided above) or if a conflict of interest would exist if one counsel represented both the Indemnifying Parties and the Asset Manager Indemnitee, in connection with such Third Party Claim, then the Asset Manager Indemnitee may employ separate counsel at the expense of the Indemnifying Parties provided that such counsel is not reasonably objected to by the Indemnifying Parties; provided, however, it being understood that the Indemnifying Party shall not object to the use of Paul, Hastings, Janofsky & Walker LLP, unless Paul, Hastings, Janofsky & Walker LLP xxx x xxnflxxx-xx-interest. (xx) Xf txx Xxxemnifying Parties so elect to assume the defense of any aspect Third Party Claim, each Asset Manager Indemnitee shall cooperate with the Indemnifying Parties in the defense or prosecution thereof. Such cooperation shall include the retention and (upon any Indemnifying Parties request) the provision to any of the Indemnifying Parties of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Company hereby consents Indemnifying Parties shall have assumed the defense of a Third Party Claim, no Asset Manager Indemnitee shall admit any liability or make any other admission or stipulation with respect to, or settle, compromise or discharge, such Third Party Claim without each Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnifying Parties shall have assumed the defense of a Third Party Claim, each Asset Manager Indemnitee shall agree to service any settlement, compromise or discharge of process a Third Party Claim which the Indemnifying Parties may recommend and to appear which by its terms fully releases the Asset Manager Indemnitee (without cost or obligation) in any connection with such proceeding. Any determination by the Reviewing Third Party otherwise shall be conclusive and binding on the Company and IndemniteeClaim.

Agreement to Indemnify. (ai) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by law, as soon as practicable but limitations set forth in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including Wolverine, on the creation of one hand, and Purchaser, on the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5other hand, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee(separately, the Company “Indemnifying Party”) shall advanceindemnify, within ten defend and hold the other (10and the other’s respective officers, directors, managers, employees, representatives, and agents) business days of (collectively, the “Indemnified Parties”) harmless from and against, and shall pay to such requestpersons and reimburse such persons for, any and all Expenses Damages arising, directly or indirectly, from or in connection with: (A) any breach of any representation and warranty of the Indemnifying Party contained in this Agreement or in any certificate delivered at or in connection with the Closing; or (B) any inaccuracy in any representation and warranty of an Indemnifying Party contained in this Agreement as of the Closing Date, giving any effect to Indemnitee any written information delivered to the Indemnified Party at or before the Closing; or (an "Expense Advance"C) any breach or alleged breach of any covenant or agreement of the Indemnifying Party (or with respect to Wolverine, by Wolverine or W/Investments) contained in this Agreement or in a certificate delivered at the Closing. (ii) The representations of Wolverine contained in Sections 4 and 5, on the one hand, and of Purchaser contained in Section 6, on the other hand, of this Agreement shall survive for a period of twelve (12) months following the Closing Date; provided however, that in the event Wolverine Shanghai does not deliver it audited financial statements for the fiscal year ending December 31, 2008 to Xxxxxxx on or before February 14, 2008 (the “2008 Financial Statement”), this Agreement shall survive until the thirtieth (30th) day immediately following the date on which the 2008 Financial Statement is delivered to Xxxxxxx; providedand provided further, however, that such Expenses the representations and warranties concerning taxes contained in Section 5(k) shall survive until the expiration of the statute of limitations under Applicable Law. No representation or warranty shall be advanced only upon delivery deemed to the Company of an undertaking be waived or otherwise diminished unless waived or otherwise diminished by or on behalf express written consent. A party’s consummation of the Indemnitee transactions contemplated hereby after waiving any of the conditions to repay such amount if it is ultimately determined that Indemnitee is not entitled its obligation to be indemnified by close (including the Company; provided further, condition that the Company other party’s representations and warranties be true in all material respects) shall make such advances only limit or otherwise affect its rights to the extent permitted by lawrecover under this Agreement. (biii) Notwithstanding the foregoing, (i) any indemnification relating to any goods manufactured, sold, marketed, or distributed or services provided by Wolverine Shanghai, Wolverine or its other Affiliates, or Purchaser or its Affiliates before the obligations Closing shall not be governed by the terms and conditions of the Company under Section 2(a) this Agreement, but shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation those of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and IndemniteeVoting Rights Agreement.

Agreement to Indemnify. Each Effective Time Holder shall severally (a) In the event Indemnitee wasbased on each such holder's Pro Rata Share), is or becomes a party to or witness or other participant inand not jointly, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, and hold harmless Acquiror from and against any and all ExpensesDamages directly or indirectly arising out of, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid resulting from or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementwith: (a) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt failure of any payments under representation or warranty made by the Company in this Agreement, including the creation Company Disclosure Letter or any Company Ancillary Agreement to be true and correct as of the Trust date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates); (b) any failure of any certification, representation or warranty made by the Company in any certificate delivered to Acquiror pursuant to Section 4 hereof. Notwithstanding anything in this Agreement Article 9 (other than the Closing Financial Certificate) to be true and correct as of the contrary and except as provided in Section 5, Indemnitee shall not be entitled date such certificate is delivered to indemnification pursuant to this Agreement Acquiror; (c) any breach of or default in connection with any Proceeding initiated of the covenants or agreements made by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemniteethis Agreement, the Company shall advanceDisclosure Letter or any Company Ancillary Agreement; (d) any inaccuracies in the Spreadsheet or Closing Financial Certificate; (e) any Indemnifiable Merger Expenses; or (f) any Dissenting Shares Excess Payments. "DAMAGES" means losses, within ten costs, damages, liabilities and expenses, including reasonable attorneys' fees, other professionals' and experts fees, costs of investigation and court costs, and including amounts that Acquiror properly pays to officers, directors or other agents of Acquiror or the Company, but excluding special, consequential, incidental, punitive or exemplary damages (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, except that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party excluded damages shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and so excluded to the extent that Acquiror pays any such damages to a third party or records a liability or reserve on its financial statements in accordance with GAAP for such payment). In determining the Reviewing Party determines that Indemnitee would not be permitted amount of any Damages in respect of the failure of any representation or warranty to be so indemnified under applicable lawtrue and correct as of any particular date (but not in determining whether any such representation and warranty is, the Company in fact, true and correct), any materiality qualifier contained in such representation or warranty shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemniteedisregarded.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee Subject to the fullest extent permitted by lawconditions and provisions set forth in this Article VIII, as soon as practicable but in any event no later than Seller and Owner agree, upon the lapse of the thirty (30) days day period after written demand Seller is presented notified in writing of such a demand, claim, action or cause of action, to indemnify, defend and hold harmless the Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by the Buyer, as the case may be, directly or indirectly, in whole or in part, resulting from (i) all debts, liabilities and obligations, actual or alleged, arising at any time from or related to the Companyownership, against control or operation of the Assets or Business by Seller prior to Closing, (ii) sales taxes imposed upon Seller and arising out of the operation of the Businesses or with respect to Seller's ownership, use, control, operation or sale of the Assets, (iii) any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid obligation of Seller pertaining to interest on the shareholder loans whether directly to the shareholder advancing funds to Seller or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and to any federal, statestate or local tax authority, (iv) a breach of any covenant, or the inaccuracy in any respect of any representation or warranty, of Seller contained in or made pursuant to this Agreement and (v) all other liabilities for which the Buyer may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the ownership, control or foreign taxes imposed operation of the Assets on and prior to the Indemnitee Closing Date and liabilities arising as a result of the actual calculation of same. (b) Subject to the conditions and provisions of this Article VIII, Buyer agrees, upon the lapse of the thirty (30) day period after Buyer is notified in writing of such a demand, claim, action or deemed receipt cause of action, to indemnify, defend and hold harmless the Seller from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including reasonable attorney fees, asserted against or imposed upon or incurred by the Seller, as the case may be, directly or indirectly, in whole or in part, resulting from (i) the failure of Buyer to pay any of the Assumed Liabilities (except as may be set forth in Section 1.2 above), (ii) a breach of any payments under covenant, or other inaccuracy in any respect of any representation or warranty, of Buyer contained in or made pursuant to this Agreement, including (iii) all other liabilities for which Seller may become liable and which are covered by this indemnity, including, without limitation, all federal, state and local taxes applicable to the creation ownership, control or operation of the Trust pursuant Assets after the Closing Date and liabilities arising as a result of the calculation of same. (c) All of the adjustments, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses to Section 4 hereof. Notwithstanding anything in this Agreement which a party may be entitled to the contrary and except as provided in Section 5, Indemnitee shall not recover or for which such party may be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall hereinafter be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) as the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee"Indemnification Claims".