Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. 10.2.1. Buyer agrees to indemnify and hold harmless The Company and the Sellers, their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to indemnify and hold harmless The Company 10.01.1 Each of the Purchaser and the SellersParent, and their respective Affiliates, Associates, officers, directors, agentsshareholders, shareholders representatives and employeesagents (collectively, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified PersonsPurchaser Indemnitees") from shall each be indemnified and against held harmless to the extent set forth in this Article X by each Shareholder in respect of any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to damages incurred by any Purchaser Indemnitee as "Damages") incurred and arising out a result of any inaccuracyinaccuracy or misrepresentation in or breach of any representation or warranty made in this Agreement by such Shareholder, misrepresentationprovided, 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 ofof any representation or warranty made in this Agreement by any other Shareholder and further a Shareholder shall have no such 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. Notwithstanding the foregoing, no Shareholder shall have any obligation to indemnify the Purchaser Indemnitees in an amount that exceeds the Purchase Price paid to Shareholder. 10.01.2 Each of the Purchaser Indemnitees shall be indemnified and held harmless to the extent set forth in this Article X by the Corporation in respect of any and all damages incurred by any Purchaser Indemnitee as a result of any inaccuracy or default inmisrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by the Corporation. 10.01.3 Each Shareholder and their respective Affiliates and Associates and each officer, director, shareholder, employer, representative and agent of any of the representationsforegoing (collectively, warranties or covenants given or made by Buyer the "Shareholder Indemnitees") shall each be indemnified and held harmless to the extent set forth in this Agreement or Article X by the Purchaser and Parent in any certificate delivered by or on behalf respect of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to damages incurred by any Shareholder Indemnitee as "Damages") incurred and arising out a result of any inaccuracyinaccuracy or misrepresentation in or breach of any representation, misrepresentationwarranty, breach of, covenant or default in, any of the representations, warranties or covenants given or agreement made by The Company the Parent or the Purchaser in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimAgreement. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this ---------------------- Article VIII, each of the Shareholders, jointly and severally, hereby indemnify and hold harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Company or any Shareholder in this Agreement or in any certificate delivered by certificate, document or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate instrument delivered by or on behalf of the Seller Company or the Shareholders pursuant hereto to this Agreement; (if b) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such inaccuracyShareholder, misrepresentationfree and clear of Liens, breach or default existed at any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company's Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company; (c) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement or the Company Disclosure Letter and were either known or should have been known by the Shareholders at the time of the Closing, or any breach of any agreement entered into by the Company or the Shareholders prior to the Closing; (d) resulting from any claim by any investment banker, broker, finder or other agent in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; or (e) arising out of the Rangen Litigation and/or the Default Judgment. The Shareholders agree that any Damages arising under Section 8.2(e) above shall be an Uncontested Claim for the purposes of this Article VIII and the Representative will be conclusively deemed to have consented, on behalf of all Shareholders, to the recovery by the DoveBid Indemnitees of the full amount of such Damages, including the offset of any such amount against the Judgment Amount, provided that the recovery of such Damages shall not be limited to the Judgment Amount. A Dovebid Indemnitee shall not be entitled to indemnification hereunder when the aggregate amount of Damages with respect to such Claim or Claims, together with all prior Claims by any DoveBid Indemnitee, exceeds $45,000 (the "Threshold Amount"), provided that once the aggregate of all Claims exceed the Threshold Amount, all such Claims may be made without deducting the Threshold Amount. Any claim The maximum aggregate liability of the Shareholder for Claims for indemnification under this Article VIII shall not exceed the Purchase Price. The obligation of indemnity made shall terminate on the three-year anniversary of the Closing Date; provided, that if, on or prior to such date, written notice of the occurrence of a matter giving rise to a Claim is given by an Indemnified Person under a DoveBid Indemnitee or a suit or action is commenced against a Shareholder by a DoveBid Indemnitee, the relevant DoveBid Indemnitee shall not be precluded from pursuing such Claim or suit or action or from recovering from the Shareholder on the Claim, suit or action by reason of the termination otherwise provided for above. The limitations on indemnification set forth in this section must be asserted in a writing delivered paragraph shall not apply to the Sellers indemnification of Damages incurred by no later than thirty (30) days notice of such claimDoveBid with respect to the Rangen Litigation and/or the Default Judgment.

Agreement to Indemnify. 10.2.1. (a) From and after the Closing Date, Buyer agrees to indemnify shall indemnify, defend and hold harmless The Company Sellers and the any affiliate of Sellers and each of Sellers, their officers, directors, agents, shareholders ' respective agents and employeesrepresentatives, and each personof Sellers' heirs, if anyexecutors, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act successors and assigns (each hereinafter referred to individually as an collectively, "Sellers' Indemnified Person" and collectively as "Indemnified PersonsGroup") from and against any and all liability, loss, damage, claim (including third-party claims, demandswhether or not meritorious), suits, actions, causes of actions, losses, costs, damages, liabilities and expenses cost or expense (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs disbursements) (hereinafter collectively referred to as collectively, "DamagesLosses") incurred and arising or suffered by Sellers' Indemnified Group to the extent the Losses arise out of any inaccuracy, misrepresentation, breach of, or default in, result from (i) the failure of any of the representations, warranties representation or covenants given or warranty made by Buyer in this Agreement herein or in any certificate delivered by Ancillary Document to have been true when made and as of the Closing Date or on behalf (ii) the breach of any covenant or agreement of Buyer pursuant hereto contained herein or in any Ancillary Document. (if such inaccuracy, misrepresentation, breach or default existed at b) From and after the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify , Sellers shall indemnify, defend and hold harmless Buyer and any affiliate of Buyer and each of their respective directors, officers, directorsemployees, agents, shareholders agents and employeesrepresentatives, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or heirs, executors, successors and assigns of any of the 1934 Act foregoing (each hereinafter referred to individually as an collectively, "Buyer's Indemnified Person" and collectively as "Indemnified PersonsGroup") from and against all Losses incurred or suffered by Buyer's Indemnified Group to the extent the Losses arise out of, or result from (i) the failure of any representation or warranty made by Sellers herein or in any Ancillary Document to have been true when made and all claimsas of the Closing Date, demands(ii) the breach of any covenant or agreement of Sellers contained herein or in any Ancillary Document, suitsor (iii) any asset, actionsproperty, causes right, obligation or liability of actions, losses, costs, damages, liabilities and expenses either Company not primarily related to the Business including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and any of the foregoing arising out of any inaccuracy, misrepresentation, breach of, or default in, any discontinued operation of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimeither Company. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the terms and conditions of this Article 11, Seller shall indemnify and hold harmless The Company each Acquiror and the Sellersits respective directors, their officers, directorsemployees, agents, shareholders representatives, stockholders and employeessubsidiaries, and each personPerson, if any, who controls or may control those parties within the meaning Acquiror or any of the 1933 Act or the 1934 Act its subsidiaries (each hereinafter referred to individually as an "“Acquiror Indemnified Person" ” and collectively as "“Acquiror Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actionsdirect damages, losses, reductions or diminutions in value, costs, damagespenalties, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable ’ fees, costs of investigation and court costs (including such fees and court costs incurred in connection with enforcing the provisions of this Article 11, but excluding indirect or arbitration costs consequential damages, or loss of profits)) (hereinafter collectively referred to as "“Damages") incurred and ”), arising from claims, assertions of liability, assessments, taxes, or actual or threatened Actions directly arising out of, resulting from or in connection with the following: (a) any breach of any inaccuracyrepresentation or warranty made by the Company or Seller in this Agreement, misrepresentationthe Disclosure Letter, breach of, or default inthe certificate issued pursuant to Section 9.9(b), any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and correct as of the representationsAgreement Date 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 covenants given dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates. (b) any failure of any certification, representation or warranty made by Buyer in this Agreement the Company or Seller in any certificate delivered by or on behalf to Acquiror pursuant to any provision of Buyer pursuant hereto this Agreement to be true and correct as of the date such certificate is delivered to Acquiror, and disregarding any disclosure in the Disclosure Letter, any liability with respect to violation of Dassault Systems Solidworks Corporation’s copyrights; (if such inaccuracy, misrepresentation, c) any breach of or default existed at in connection with any of the covenants or agreements made by the Company or the Seller in this Agreement, the Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement; (d) the unpaid Transaction Expenses, (B) any Closing Net Working Capital Shortfall and (C) any Company Debt as of the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted ; in a writing delivered each case if and to Buyer by no later than thirty notice of such claimthe extent not included in the Company Net Working Capital. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within (e) any inaccuracy in the meaning of the 1933 Act Spreadsheet or the 1934 Act (each hereinafter referred Company Closing Financial Certificate not settled according to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred Section 7.3 to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimAgreement. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers(f) any fraud, directors, agents, shareholders and employees, and each person, if any, who controls intentional misrepresentation or may control those parties within the meaning of the 1933 Act willful misconduct or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Company or the Seller pursuant hereto (if “Fraud”); (g) disregarding any disclosure in the Disclosure Letter, (A) any Taxes with respect to any pre-Closing Tax period, (B) any failure of any representation or warranty made by Company and/or Seller in Section 3.6 (Taxes) to be true and correct as of the date of this Agreement and as of the Closing Date as though such inaccuracy, misrepresentation, breach representation or default existed at warranty were made as of the Closing Date). Any claim of indemnity , (C) any Tax liability in connection with any payment or deemed payment made by an Indemnified Person under Company in connection with the transactions contemplated by this section must be asserted Agreement; (h) any claims by (i) any then-current or former holder or alleged then-current or former holder of any equity interests of the Company (including any predecessors), arising out of, resulting from or in connection with (A) the Transactions or this Agreement, including the allocation of the Total Consideration or any portion thereof, or (B) such Person’s status or alleged status as a writing delivered holder of equity interests of the Company (including any predecessors) at any time at or prior to the Sellers by no later Closing, whether for breach of fiduciary duty or otherwise, (ii) any Person to the effect that such Person is entitled to any equity interest of Acquiror or the Company or any payment in connection with the Transactions other than thirty as specifically set forth on the Spreadsheet or (30iii) days notice any Person with respect to any plan, policy or Contract providing for compensation to any Person in the form of such claimequity interests.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the provisions of Sections 11.3 and 11.4 below, (i) the Charts Shareholders who are not Principal Shareholders will (solely to the extent of their Escrow Shares for claims made under Section 11.2(a)) and (ii) the Principal Shareholders will, severally and not jointly indemnify and hold harmless The Company MarketWatch and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties MarketWatch or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") ), from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred ), directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Charts, Verticality or the Principal Shareholders in this Agreement Agreement, in the Charts Disclosure Letter, or in any certificate delivered by or on behalf of Buyer Charts, Verticality or the Principal Shareholders or an officer of Charts pursuant hereto to any provision of Article 9 (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date); (b) any failure of a Principal Shareholder to have good, valid and marketable title to the issued and outstanding shares of Charts Common Stock held (or asserted to have been held) by such Principal Shareholder, free and clear of all liens, claims and encumbrances, or Verticality or a Principal Shareholder, to have the full right, capacity and authority to vote such person's shares of stock of Charts stock in favor of this Agreement, the Merger or any other transaction contemplated by this Agreement; or (c) any Trademark Damages. Any Except with respect to claims arising from Special Damages (as defined below) and Trademark Damages, which claims may be raised after the Escrow Release Date, any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Escrow Agent by no later than thirty (30) days notice the Escrow Release Date, and, if raised by such date, such claim shall survive the Escrow Release Date until final resolution of such claim. Any claim of indemnity arising from Trademark Damages made by an Indemnified Person after the Escrow Release Date under this Section 11.2 must be raised in a writing delivered to each of the Principal Shareholders no later than the second (2nd) anniversary of the Closing Date, and if raised by such date, such claim shall survive the second (2nd) anniversary of the Closing Date until final resolution of such claim. MarketWatch shall indemnify and hold harmless any Principal Shareholder from and against any Damages arising out of performance of Charts' obligations set forth in Section 5.20, provided, however, that MarketWatch shall not be required to indemnify any such person for willful misconduct that constitutes fraud. Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be obligated to indemnify the Indemnified Persons with respect to any Damages to the extent of any proceeds received in connection with such Damages by any Indemnified Person, and MarketWatch undertakes to use commercially reasonable efforts to pursue claims for insurance under the policies set forth in Schedule 3.20, provided, however, no Indemnified Person shall have any obligation to institute proceedings against any insurance carrier.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this ---------------------- Article VIII, each of the Shareholders and Beneficiaries, jointly and severally, hereby indemnify and hold harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Company, any Shareholder or any Beneficiary in this Agreement or in any certificate delivered by certificate, document or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate instrument delivered by or on behalf of the Seller Company, a Shareholder or a Beneficiary pursuant hereto to this Agreement; (if b) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such inaccuracyShareholder, misrepresentationfree and clear of Liens, breach or default existed at any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company's Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company; (c) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to the Closing Date). Any claim , which liabilities were not disclosed to DoveBid in this Agreement or the Company Disclosure Letter and were either known or should have been known by the Shareholders or Beneficiaries at the time of indemnity made the Closing, or any breach of any agreement entered into by an Indemnified Person under this section must be asserted in a writing delivered the Company or the Shareholders prior to the Sellers Closing; or (d) resulting from any claim by no later than thirty (30) days notice any investment banker, broker, finder or other agent claiming to represent or be the beneficiary of such claiman agreement, understanding or arrangement with the Company, Shareholders or Beneficiaries in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to indemnify the limitations set forth in this ---------------------- Article VIII, each Shareholder hereby indemnifies and hold holds harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Signing Companies or the Shareholders in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer a Signing Company or the Shareholders pursuant hereto to this Agreement; (if b) resulting from any failure of any Shareholder to have good, valid title to the issued and outstanding shares of any Company held by such inaccuracyShareholder, misrepresentationfree and clear of Liens, breach or default existed at the Closing Date). Any any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officerscurrent or former shareholder, directors, agents, shareholders and employees, and each or any other person, if anyfirm, who controls corporation or may control those parties within entity, seeking to assert or based upon ownership or rights to ownership of equity interest of any Company (or such Signing Company's Purchase Price), any rights of a shareholder of any Company, including any options, or preemptive rights or rights to notice or to vote, any rights under any Company's governance documents, any right under any agreement among the meaning Companies and the Shareholders or any claim that any shareholder's equity interests or other securities were wrongfully repurchased by any Company; (c) in connection with a liability of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and Shareholders arising out of any inaccuracyacts, misrepresentationevents, breach ofomissions or transactions occurring prior to or contemporaneously with the Closing Date, or default in, any of the representations, warranties or covenants given or made by The Company which liabilities were not disclosed to DoveBid in this Agreement or in any certificate delivered the Disclosure Letter and were either known or should have been known by a Signing Company or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed the Shareholders at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning time of the 1933 Act Closing, or any breach of any agreement entered into by a Signing Company or the 1934 Act Shareholders prior to the Closing; (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons"d) resulting from and against any and all claimsclaim by any investment banker, demandsbroker, suitsfinder or other agent in connection with the origin, actions, causes negotiation or execution of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in connection with any certificate delivered by or on behalf transaction contemplated hereby; or (e) in connection with any of the Seller pursuant hereto Signing Companies' or the Shareholders' expenses incurred with respect to the transactions contemplated by this Agreement and the Ancillary Documents and any Transfer Taxes (if such inaccuracy, misrepresentation, breach or default existed at the Closing Dateas defined in Section 10.6 below). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days If written notice of the occurrence of a matter giving rise to a Claim is given by a DoveBid Indemnitee or a suit or action is commenced against a Shareholder by a DoveBid Indemnitee, the relevant DoveBid Indemnitee shall not be precluded from pursuing such claimClaim or suit or action or from recovering from such Shareholder on the Claim, suit or action. No Shareholder shall be required to indemnify or hold harmless any DoveBid Indemnitee pursuant to clauses (a), (b) or (c) above if the Damages did not relate to such Shareholder or a Signing Company in which such Shareholder held share capital and only related to other Shareholders and Signing Companies.

Agreement to Indemnify. 10.2.1. Buyer (a) Subject to the terms and conditions of Sections 8.10, 8.11 and 8.12, Seller hereby agrees to indemnify indemnify, defend and hold harmless The Company Purchaser and the Sellersany parent, subsidiary or Affiliate of any thereof and their officers, respective officers and directors, agentsagents and representatives and persons claiming by and through any of them (the "Purchaser Group"), shareholders and employeesfor, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suitsclaims, actions, causes of actionsaction, assessments, losses, costs, damages, liabilities liabilities, costs and expenses expenses, including, without limitation, interest, penalties and reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs expenses (hereinafter collectively referred to as collectively, "Damages") ), directly or indirectly asserted against, resulting to, imposed upon or incurred by the Purchaser Group or any member thereof, at any time after the Closing Date and arising out prior to the Expiration Date, by reason of or resulting from any breach of any inaccuracy, misrepresentation, breach of, representation or default in, any warranty of the representations, warranties or covenants given Seller contained in or made by Buyer in pursuant to this Agreement or any other agreement or document executed in any certificate delivered by or on behalf connection herewith (collectively, "Purchaser Claims"); provided, however, that the Purchaser Group shall be entitled to indemnification hereunder only when the aggregate of Buyer pursuant hereto (if all such inaccuracyPurchaser Claims exceeds $500,000, misrepresentation, breach or default existed at and then only for the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice amount of such claimexcess. In no event shall the Purchaser Group be entitled to indemnification hereunder for an amount, in the aggregate, in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000). 10.2.2. The Company (b) Subject to the terms and conditions of Sections 8.10, 8.11 and 8.12, Purchaser hereby agrees to indemnify indemnify, defend and hold harmless Buyer Seller and any parent, subsidiary or Affiliate of any thereof and their officers, respective officers and directors, agentsagents and representatives and persons claiming by and through any of them (the "Seller Group"), shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") 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 after the Closing Date and all claimsprior to the Expiration Date, demands, suits, actions, causes by reason of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out resulting from any breach of any inaccuracy, misrepresentation, breach of, representation or default in, any warranty of the representations, warranties or covenants given Purchaser contained in or made by The Company in pursuant to this Agreement or any other agreement or document executed in any certificate delivered by or on behalf connection herewith (collectively, "Seller Claims," and, together with Purchaser Claims, "Claims"); provided, however, that the Seller Group shall be entitled to indemnification hereunder only when the aggregate of The Company pursuant hereto (if all such inaccuracySeller Claims exceeds $500,000, misrepresentation, breach or default existed at and then only for the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice amount of such claim. 10.2.3excess. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of In no event shall the Seller pursuant hereto Group be entitled to indemnification hereunder for an amount, in the aggregate, in excess of Seven Million Five Hundred Thousand Dollars (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date$7,500,000). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Section 10, the Demixx Xxxreholders, jointly and severally, hereby indemnify and hold harmless The Company Worldtalk and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Worldtalk within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracyuntruth, misrepresentation, misrepresentation or breach of, or default inin connection with, any of the representations, warranties or and covenants given or made by Buyer in Demixx xx this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Demixx xxxsuant hereto. 10.2.1 Except as provided for in Section 11.8 below, the indemnification provided for in this Section 10.2 shall not apply unless the aggregate Damages for which one or more Indemnified Persons seeks indemnification exceeds $100,000 (the "Basket"). The escrow provided for in Exhibit 8.10 hereto is not exclusive but shall be in addition to any other rights or remedies available to any Indemnified Person. 10.2.2 In seeking indemnification for Damages under this Section, the Indemnified Persons shall exercise their remedies with respect to the Escrow Shares and any other assets deposited in escrow pursuant hereto to the Escrow Agreement prior to proceeding against any Demixx Xxxreholder; provided, however, that no such claim for Damages will be asserted after the expiration of one (if such inaccuracy, misrepresentation, breach or default existed at 1) year after the Closing Date). Any claim of indemnity made by an Indemnified Person Except for fraud, each Demixx Xxxreholder's liability under this section must Agreement shall be asserted in a writing delivered limited to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning value as of the 1933 Act or Closing of the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" Worldtalk Common Stock and collectively as "Indemnified Persons") from and against any and all claimscash received by such shareholder, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any the value of the representations, warranties or covenants given or made by The Company Worldtalk Common Stock deposited in this Agreement or in any certificate delivered by or escrow on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimhis behalf. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in ---------------------- this Article VIII, Shareholders hereby agree to severally, pro rata according to each Shareholder's Ownership Percentage, indemnify and hold harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Company or Shareholders in this Agreement or in any certificate delivered by certificate, document or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate instrument delivered by or on behalf of the Seller Company or Shareholders pursuant hereto to this Agreement; (if b) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued shares of the Company held by such inaccuracyShareholder, misrepresentationfree and clear of Liens, breach or default existed at any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company's Articles of Association or other charter documents, any right under any agreement among the Company and any Shareholder or any claim that any shareholder's equity interests or other securities were wrongfully repurchased by the Company; (c) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to or contemporaneously with the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement or the Company Disclosure Letter, and were either known or should have been known by the Company or the Shareholder at the time of Closing, or any breach of any agreement entered into by the Company or any Shareholder prior to the Closing; (d) arising out of the Geeris Holding B.V. and Van Marion litigation matters (the "Outstanding Litigation"), but excluding the Litigation Accrual that will be paid by the Company. (e) resulting from any claim by any investment banker, broker, finder or other agent in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; (f) in connection with any of the Company's or Shareholders' expenses incurred with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and any Transfer Taxes (as defined in Section 10.5 below); or (g) in connection with a liability of the Company arising under the Sub-Lease. A DoveBid Indemnitee shall not be entitled to indemnification hereunder until the aggregate amount of Damages with respect to such Claim (as defined in Section 8.4 below) or Claims, together with all prior Claims by any DoveBid Indemnitee, exceeds NLG 75,000 (the "Basket"). Any claim If the total amount of indemnity made by an Indemnified Person Claims for Damages exceeds the Basket, then the DoveBid Indemnitee(s) shall be entitled to be indemnified against that amount of such Damages that exceeds NLG 25,000. Except for fraud or intentional misconduct, the maximum aggregate liability of Shareholders for Claims for indemnification under this section must be asserted in a writing delivered Agreement shall not exceed (a) during the one year period following the Closing (i) US$1,750,000, plus (ii) any Damages incurred with respect to the Sellers by no later than thirty Outstanding Litigation, and (30b) days after the first anniversary of the Closing (i) US$1,500,000 plus (ii) any Damages incurred with respect to the Outstanding Litigation. If, on or prior to the date on which a representation, warranty or covenant set forth herein would expire pursuant to Section 8.1 above, written notice of the occurrence of a matter giving rise to a Claim is given by a DoveBid Indemnitee or a suit or action is commenced against Shareholders by a DoveBid Indemnitee, the relevant DoveBid Indemnitee shall not be precluded from pursuing such claimClaim or suit or action or from recovering from Shareholders on the Claim, suit or action by reason of the expiration otherwise provided for in Section 8.1. In no event shall to the indemnification of Damages incurred by a DoveBid Indemnitee as a result of the Outstanding Litigation.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to indemnify the limitations set forth in this ---------------------- Article VIII, each of the Principals and hold Trustee hereby jointly and severally indemnifies and holds harmless The Company DoveBid and the Sellers, their Sub and each of its respective officers, directors, agents, shareholders agents and employees, and each personshareholder in DoveBid (individually, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer Trustee or any Principal in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Trustee or the Principals pursuant hereto to this Agreement; (if such inaccuracyb) resulting from any failure of Trustee to have good, misrepresentationvalid and marketable title to the Assets and benefit of the Business, breach free and clear of Liens, or default existed at any claim by a current or former shareholder of Trustee of Unitholder or beneficiary of the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officersTrust, directors, agents, shareholders and employees, and each or any other person, if anyfirm, who controls corporation or may control those parties within the meaning entity; (c) in connection with a liability of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and Trustee arising out of any inaccuracyacts, misrepresentationevents, breach ofomissions or transactions occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid and Sub in this Agreement, the Financial Statements, the Closing Balance Sheet or the Disclosure Letter, or default in, any breach of any agreement entered into by Trustee or the representations, warranties Principals prior to the Closing; (d) resulting from any employee-related cost or covenants given expense related to the execution or made by The Company in delivery of this Agreement or in any certificate delivered the termination of employees by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at Trustee upon the Closing Dateapart from the Assumed Liabilities, subject to the qualification of them in accordance with Section 4.12; (e) arising in connection with any and all national, state, local or foreign income, profits, franchises, sales, use, occupation, property, excise, employment and other taxes (including interest, penalties and withholdings) of any kind related to the Business for the period ending on or prior to the Closing; or (f) resulting from any Excluded Liability. A DoveBid Indemnitee shall not be entitled to indemnification hereunder until the aggregate amount of Damages with respect to such Claim or Claims (as defined below), together with all prior Claims by any DoveBid Indemnitee, exceeds $10,000 ("Threshold Amount"), provided, that once the aggregate amount of all Claims exceeds the Threshold Amount, all such Claims may be made without deducting the Threshold Amount. Any claim If, on or prior to the date on which a representation, warranty, covenant or agreement of indemnity made the Trustee or Principals would expire pursuant to Section 8.1, written notice of the occurrence of a matter giving rise to a Claim in connection with such representation, warranty, covenant or agreement is given by an Indemnified Person a DoveBid Indemnitee, such DoveBid Indemnitee shall not be precluded from pursuing such Claim or suit or action or from recovering on such Claim until the final resolution thereof. The Threshold Amount limitation on indemnification shall not apply to the indemnification of Damages incurred by DoveBid or Sub with respect to (i) any expenses of Trustee or the Principals described in Section 10.5, (ii) any Excluded Liability, and (iii) any fraudulent or willful misconduct on the part of the Trustee or the Principals. The maximum aggregate liability of Trustee and the Principals under this section must be asserted in a writing delivered to Buyer notice of such claimshall not exceed the Purchase Price. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to indemnify the limitations set forth in this ---------------------- Article VIII, Shareholder hereby indemnifies and hold holds harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Company or Shareholder in this Agreement or in any certificate delivered by certificate, document or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate instrument delivered by or on behalf of the Seller Company or Shareholder pursuant hereto to this Agreement; (if such inaccuracyb) resulting from any failure of Shareholder to have good, misrepresentationvalid and marketable title to the issued shares of the Company held by Shareholder, breach free and clear of Liens, or default existed at any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company's Articles of Association or other charter documents, any right under any agreement among the Company and Shareholder or any claim that any shareholder's equity interests or other securities were wrongfully repurchased by the Company; (c) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to or contemporaneously with the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement or the Company Disclosure Letter and were either known or should have been known by Shareholder at the time of the Closing, or any breach of any agreement entered into by the Company or Shareholder prior to the Closing; (d) resulting from any claim by any investment banker, broker, finder or other agent in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; or (e) in connection with any of the Company's or Shareholder's expenses incurred with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and any Transfer Taxes (as defined in Section 9.5 below). Any claim A DoveBid Indemnitee shall not be entitled to indemnification hereunder until the aggregate amount of indemnity Damages with respect to such Claim (as defined in Section 8.4 below) or Claims, together with all prior Claims by any DoveBid Indemnitee, exceeds $50,000 (the "Threshold Amount"), provided that once the aggregate of all Claims exceeds the Threshold Amount, all such Claims may be made by an Indemnified Person without deducting the Threshold Amount. The maximum aggregate liability of Shareholder for Claims for indemnification under this section must be asserted in a writing delivered Agreement shall not exceed $5,000,000. If, on or prior to the Sellers by no later than thirty (30) days date on which a representation, warranty or covenant set forth herein would expire pursuant to Section 8.1 above, written notice of the occurrence of a matter giving rise to a Claim is given by a DoveBid Indemnitee or a suit or action is commenced against Shareholder by a DoveBid Indemnitee, the relevant DoveBid Indemnitee shall not be precluded from pursuing such claimClaim or suit or action or from recovering from Shareholder on the Claim, suit or action by reason of the expiration otherwise provided for in Section 8.1.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to indemnify the limitations set forth in this ---------------------- Article VIII, each of the Shareholders, severally in proportion to their ownership of the outstanding equity of the Company immediately before the Closing and hold not jointly, hereby indemnifies and holds harmless The Company DoveBid and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties DoveBid within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an individually, a "Indemnified PersonDoveBid Indemnitee" and collectively as collectively, "Indemnified PersonsDoveBid Indemnitees") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs expenses (hereinafter collectively referred to as "Damages"): (a) incurred and arising out of any inaccuracy, misrepresentation, or breach of, or default inin connection with, any of the representations, warranties or warranties, covenants and agreements given or made by Buyer the Company or any Shareholder in this Agreement or in any certificate delivered by certificate, document or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate instrument delivered by or on behalf of the Seller Company or the Shareholders pursuant hereto to this Agreement; (if b) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such inaccuracyShareholder, misrepresentationfree and clear of Liens, breach or default existed at any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company's Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company; (c) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement, the Financial Statements, the Closing Balance Sheet or the Company Disclosure Letter and to which the Shareholders had Knowledge or should have had Knowledge at the time of the Closing, or any breach of any agreement entered into by the Company or the Shareholders prior to the Closing; (d) resulting from a failure of a Shareholder to pay when due any Transfer Taxes (as defined in Section 10.5); or (e) notwithstanding any matter disclosed in the Company Disclosure Letter, arising under ERISA or any other law in connection with the Company's failure to timely file notices on Form 5500 related to its Simplified Employee Pension (SEP) Plan; or any failure to file notices under or otherwise to comply with the requirements of COBRA on a timely basis. A Dovebid Indemnitee shall not be entitled to indemnification hereunder until the aggregate amount of Damages with respect to such Claim or Claims, together with all prior Claims by any DoveBid Indemnitee, exceeds $50,000 (the "Threshold Amount"), provided, that once the aggregate amount of all Claims exceed the Threshold Amount, all such Claims may be made without deducting the Threshold Amount. The maximum aggregate liability of the Shareholders for Claims for indemnification under this Article VIII shall not exceed $6,000,000, except Claims for Damages resulting from fraudulent conduct or from willful misconduct on the part of the Company, its officers or directors, or either of the Shareholders. If, on or prior to the date on which a representation, warranty, covenant or agreement of the Company or Shareholders would expire pursuant to Section 8.1, written notice of the occurrence of a matter giving rise to a Claim in connection with such representation, warranty, covenant or agreement is given by a DoveBid Indemnitee, such DoveBid Indemnitee shall not be precluded from pursuing such Claim or suit or action or from recovering on such Claim until the final resolution thereof. The Threshold Amount limitation on indemnification shall not apply to the indemnification of Damages incurred by DoveBid with respect to (i) any unpaid Transfer Taxes, (ii) any Damages based on a an undisputed or successful claim by DoveBid for a CSE True Up, (iii) any expenses of the Shareholders or the Company described in Section 10.5, (iv) any Related Party Debt outstanding as of the Closing which is not Permitted Related Party Debt; (v) fraudulent conduct or from willful misconduct on the part of the Company, its officers or directors or either of the Shareholders; and (vi) any liability described in Section 8.2(e). Any claim All successful Claims shall be satisfied first by reducing the Holdback Amount pro rata according to each Shareholder's respective interest in the Holdback Amount, and then by recovering against any other assets of indemnity made by an Indemnified Person under the Shareholders. The limitations on indemnification set forth in this section must be asserted in a writing delivered paragraph shall not apply to Damages resulting from fraudulent conduct or from willful misconduct on the Sellers by no later than thirty (30) days notice part of such claimthe Company, its officers or directors, or either of the Shareholders.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) (i) Shockwave will indemnify and hold harmless The Company the Atom Shareholders (each hereinafter referred to individually as an "ATOM INDEMNIFIED PERSON" and collectively as "ATOM INDEMNIFIED PERSONS"), and (ii) the SellersAtom Shareholders severally, but not jointly, on a pro rata basis based upon their respective ownership interests in the escrowed portion of the Atom Common Stock and Atom Preferred Stock set forth besides their names on Schedule 3.4(a)-1 to this Agreement ("PRO RATA BASIS"), will indemnify and hold harmless, Shockwave and its officers, directors, agents, representatives, shareholders and employees, and each person, if any, who controls or may control those parties Shockwave within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Indemnified PersonSHOCKWAVE INDEMNIFIED PERSON" and collectively as "Indemnified PersonsSHOCKWAVE INDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred directly or indirectly incurred, resulting or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by, in the case of a Claim (as defined in Section 11.5) made by Buyer Shockwave Indemnified Persons, Atom in this Agreement or in the Atom Disclosure Letter or in any certificate delivered by or on behalf of Buyer Atom or an officer of Atom pursuant hereto (if such inaccuracyhereto; or, misrepresentation, breach or default existed at in the Closing Date). Any claim case of indemnity a Claim made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officersthe Representatives (as defined below), directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company Shockwave in this Agreement Agreement, the Shockwave Disclosure Letter or in any certificate delivered by or on behalf of The Company Shockwave or an officer of Shockwave pursuant hereto (if such inaccuracyhereto. Except with respect to claims arising from Special Damages, misrepresentationwhich may be raised after the Release Date, breach or default existed at the Closing Date). Any claim of indemnity any Claim made by an Indemnified Person Shockwave or the Representatives under this section Section 11.2(a) must be asserted raised in a writing delivered to Buyer notice the other party by no later than the Release Date and, if raised by such date, such Claim will survive the Release Date until final resolution thereof. Escrow Shares, other than Escrow Shares having a value (calculated pursuant to Section 11.3(a)) equal to the amount of Damages asserted in any Claim which has not been resolved pursuant to 58 60 the terms hereof prior to the Release Date, will be released to the Atom Shareholders on the Release Date or, in the case of any such withheld shares, upon the resolution of such claimClaim(s). 10.2.3. Sellers agree to (i) Shockwave will indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Atom Indemnified Person" and collectively as "Indemnified Persons") Persons from and against Damages incurred or suffered by any such persons or arising from, by reason of or in connection with any fraudulent conduct or fraudulent misrepresentation on the part of Shockwave or any officer, director, employee or agent of Shockwave, and all claims(ii) the Atom Shareholders will severally, demandsbut not jointly, suitson a Pro Rata Basis, actionsindemnify and hold harmless Shockwave Indemnified Persons from and against Damages incurred or suffered by any such persons or arising from, causes by reason of actionsor in connection with (A) any fraudulent conduct or fraudulent misrepresentation on the part of Atom or any officer, lossesdirector, costsemployee or agent of Atom, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages"B) incurred and arising out of any inaccuracy, misrepresentation, breach of, of or default in, any of the representationsrepresentations and warranties of Atom set forth in Section 3.4 (Capitalization) or Section 3.7 (Taxes) (collectively, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date"SPECIAL DAMAGES"). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to The Seller shall hold harmless, indemnify ---------------------- and hold harmless The Company defend the Purchaser, its affiliates, successors and the Sellersassigns, their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all obligations, claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred other legal expenses and arising out of other charges, but specifically excluding any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses related or connected to, in any way, the payment of obligations pursuant to Section 5.03 of the Management Agreement) (i) arising out of the breach by the Company of its representations and warranties under the Original Agreement or (ii) brought by Crestline and any of its affiliates, and any pre-Closing managers and officers of the Company, against the Company to the extent relating to the period prior to the Closing. The Seller hereby assumes the indemnity agreements made by the Company in Section 11.3 of the Original Agreement (which is unaffected by this Agreement) and the Purchaser agrees that the indemnification agreements made by it for the benefit of the Company in that Section 11.3 shall instead be for the benefit of the Seller. The Seller's indemnity obligations hereunder shall be primary obligations of the Seller, and the Purchaser may proceed immediately against the Seller without being required to bring any proceeding or take any action against the Company. In addition, and notwithstanding any provisions of this Agreement to the contrary, (i) the Seller shall hold harmless, indemnify and defend the Purchaser, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts, obligations and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred other legal expenses and arising out of other charges, but specifically excluding any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses related or connected to, in any way, to the payment obligations pursuant to Section 5.03 of the Management Agreement) connected with the Interests and relating to the period during which the Seller (or its affiliates) owned the Interests; and (ii) the Purchaser shall hold harmless, indemnify and defend the Seller, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts obligations and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages"other charges) incurred connected with the Interests and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered relating to the Sellers by no later than thirty period during which the Purchaser (30or its affiliates) days notice of such claimowns the Interests. The foregoing indemnities shall survive the Closing.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Effective Time Holder shall severally (based on each such holder's Pro Rata Share), and not jointly, indemnify and hold harmless The Company Acquiror and the Sellers, their its officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquiror within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "Indemnified PersonACQUIROR INDEMNIFIED PERSON" and collectively as "Indemnified PersonsACQUIROR INDEMNIFIED PERSONS") from and against any and all claimslosses, demands, suits, actions, causes of actions, lossesreductions in value, costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' fees, other professionals' and experts' reasonable fees fees, costs of investigation and court or arbitration costs, other than such expenses incurred in seeking indemnification hereunder, which are addressed in Section 13.8), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as "DamagesDAMAGES"), arising from assessments, taxes, claims, demands, assertions of liability, or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) incurred and directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by Buyer the Company in this Agreement or the Company Disclosure Letter, 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 10.1, 10.2 or 10.3 to be true and correct as of the date such certificate is delivered by or on behalf to Acquiror; (iii) any breach of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at in connection with any of the Closing Date). Any claim of indemnity covenants or agreements made by an Indemnified Person under the Company in this section must be asserted Agreement; (iv) any inaccuracies in a writing delivered to Buyer by no later than thirty notice of such claimthe Spreadsheet; or (v) any Indemnifiable Merger Expenses. 10.2.2. The Company agrees to (b) Acquiror shall indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Effective Time Holder from and against any and all Damages, arising from assessments, taxes, claims, demands, suitsassertions of liability, or actual or threatened actions, causes of actionssuits or proceedings (whether civil, lossescriminal, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court administrative or arbitration costs (hereinafter collectively referred to as "Damages"investigative) incurred and directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by The Company Acquiror or Merger Sub in this Agreement or the Acquiror Disclosure Letter 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; provided, however, that for the purposes of determining whether there has been a breach of Section 4.5 the parenthetical at the end of the third complete sentence of Section 4.5 shall be deemed to read "but prior to the date that is 13 trading days prior to the Closing"); (ii) any failure of any certification, representation or warranty made by Acquiror or Merger Sub pursuant to Sections 9.1, 9.2 or 9.3 to be true and correct as of the date such certificate is delivered by or on behalf to the Company; and (iii) any breach of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties covenants or covenants given or agreements made by Newco Acquiror or Merger Sub in this Agreement Agreement, the Acquiror Disclosure Letter or in any certificate delivered by exhibit or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under schedule to this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimAgreement.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) From and after the Closing, Parent and Seller shall jointly and severally indemnify and hold harmless The Company Buyer and its Affiliates (including the SellersCompany), and each of their respective officers, directors, agents, shareholders and employees, members, direct and each personindirect stockholders, if anypartners, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act agents and representatives (each hereinafter referred to individually as an "“Buyer Indemnified Person" ” and collectively as "“Buyer Indemnified Persons"”) from and against any and all claimsdamages, demandsjudgments, suits, actions, causes of actionssettlements, losses, liabilities, fees, costs, damagestaxes, liabilities payments, penalties, interest, fines and expenses including(including costs of investigation, without limitationdefense and settlement, reasonable attorneys' ’ fees and other professionals’ and experts’ fees, other professionals' and experts' reasonable court, arbitrator or mediator costs (including such fees and court or arbitration costs incurred in connection with enforcing the provisions of this Article 12)) (hereinafter collectively referred to as "“Damages"”) incurred and based upon, relating to, arising out of any inaccuracy, misrepresentation, breach of, or default in, resulting from any of the representations, warranties following (the “Buyer Indemnifiable Matters”): any breach or covenants given inaccuracy of any representation or warranty made by Buyer Parent or Seller in this Agreement other than Seller Fundamental Representations; any breach of or default in connection with any certificate delivered of the covenants or agreements made by Parent or Seller in this Agreement; any breach or inaccuracy of any Seller Fundamental Representations; Excluded Taxes (to the extent that such Damages in respect of Excluded Taxes did not arise or result solely from Buyer’s failure to be in compliance with any covenant or agreement in Section 2.3); unpaid transaction expenses of the Seller or the Company (“Unpaid Seller Expenses”); any Company Closing Debt; any costs, expenses, taxes, penalties or any losses whatsoever incurred in connection with the distribution of Excess Closing Cash as described in Section 6.10(d) (the “Cash Distribution”); that certain Corporate Supply Agreement by and between Sigma Designs, Inc. and Arris Enterprises, Inc., dated December 16, 2013 (the “Arris Agreement”); and any fraud, intentional misrepresentation, or Willful Breach by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach the Parent or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimSeller. 10.2.2. The Company agrees to (b) From and after the Closing, Buyer shall indemnify and hold harmless Buyer Seller and its Affiliates, and each of their respective officers, directors, agents, shareholders and employees, members, direct and each personindirect stockholders, if anypartners, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act agents and representatives (each hereinafter referred to individually as an "a “Seller Indemnified Person" ” and collectively as "“Seller Indemnified Persons"”) from and against any and all claimsDamages based upon, demandsrelating to, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, resulting from any of the representationsfollowing (the “Seller Indemnifiable Matters” and, warranties together with the Buyer Indemnifiable Matters, the “Indemnifiable Matters”): any breach or covenants given inaccuracy of any representation or warranty made by The Company Buyer in this Agreement other than Buyer Fundamental Representations; any breach of or default in connection with any certificate delivered of the covenants or agreements made by Buyer in this Agreement; any breach or inaccuracy of any Buyer Fundamental Representations; any Continuing Service Provider Liabilities owed by Seller; and any fraud, intentional misrepresentation, or Willful Breach by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimBuyer. 10.2.3. Sellers agree (c) Solely for the purposes of determining the amount of the Damages that are the subject matter of a claim for indemnification hereunder, qualifications relating to indemnify and hold harmless The Company and Buyer their officersmateriality, directorsmaterial adverse effect or Material Adverse Effect shall be disregarded provided, agentshowever, shareholders and employees, and each person, if any, who controls or may control those parties within that the operation of this Section 12.2(c) shall not alter the meaning of the 1933 Act defined terms such as “Company Material Contract” to “Company Contract” or the 1934 Act (each hereinafter referred “Material Adverse Effect” to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if “Effect” for such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimpurposes.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Stockholder will severally, and not jointly, based on each Company Stockholder's Pro Rata Share and in accordance with the provisions of this Article 11 and the Escrow Agreement, indemnify and hold harmless The Company Acquirer, the Surviving Corporation and the Sellers, their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each personPerson, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, reductions in value, costs, damages, liabilities Liabilities and expenses includingexpenses, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees fees, and court or arbitration costs (hereinafter collectively referred to as "Damages") directly or indirectly incurred, paid or accrued by an Indemnified Person in connection with or resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Company in this Agreement, the Company Disclosure Letter or in any agreement, certificate or document delivered during the period from the Agreement Date through the Effective Time (inclusive) by or on behalf of Company or an officer of Company pursuant hereto or (ii) any payments paid with respect to Dissenting Shares pursuant to Section 7.3 to the extent that such payments, in the aggregate, exceed the value of all cash and shares of Acquirer Common Stock (valued at the Acquirer Average Price Per Share) otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares; provided, however, that the term "Damages" will not include any overhead costs of Acquirer personnel and the amount of Damages incurred by any Indemnified Person will be reduced by the amount of any insurance proceeds actually received by such Indemnified Person on account of such Damages and the amount of any direct tax savings actually recognized by such Indemnified Person that are directly attributable to such Damages, but will include any reasonable costs or expense incurred by such Indemnified Person to recover such insurance proceeds or to obtain such tax savings. The Indemnified Persons will use reasonable efforts to mitigate their Damages. (b) Each Company Stockholder will severally, and not jointly, indemnify and hold harmless the Indemnified Persons from and against any and all Damages directly or indirectly incurred, paid or accrued in connection with or resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer such Company Stockholder in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimCompany Stockholder's Investment Representation Letter. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) Indemnification by the Company and the Shareholder. (i) Subject to the limitations set forth in this Section 12.2, Company and the Shareholder will jointly and severally indemnify and hold harmless The Company Buyer and the Sellers, their its respective officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Buyer within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter in this Section 12.2 referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actionsaction, losses, reductions in value, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' feeslegal fees (collectively, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred and directly or indirectly caused by or arising out of any inaccuracy, misrepresentation, breach of, or default in, with respect to: (1) the failure of any of the representations, representations and warranties or covenants given or of Company and Shareholder made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement Disclosure Letter or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must required to be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller Company and /or Shareholder pursuant hereto to be true and correct as of the Closing; (if such inaccuracy2) any breach of any covenant of Company made herein (including in any schedule or exhibit hereto); (3) any bonuses, misrepresentationcommissions, breach severance pay, fees or default existed at other expenses payable by Company as a result of this Agreement, the Company Ancillary Agreements, the Acquisition and the transactions contemplated hereby and thereby ("COMPANY TRANSACTION EXPENSES") that have not been deducted from the Purchase Price; (4) the Excluded Liabilities; (5) Taxes, assessments and other governmental charges of any kind or nature whatsoever, including without limitation any withholding, social security or unemployment levies, arising out of, or payable with respect to, Company's business operations through the Closing Date; (6) liability for noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated by this Agreement; (7) any demand, claim, debt, suit, cause of action or proceeding made or asserted by a member, creditor, receiver, or trustee in bankruptcy of Company, or of the property or assets of Company, asserting that the transfer of the Assets to Buyer hereunder constitutes a fraudulent conveyance, fraudulent transfer, or constitutes a preference under any applicable state or federal law, including but not limited to the United State Bankruptcy Code; and (8) any demand, claim, debt, suit, cause of action or proceeding made or asserted by any employee or independent contractor, or any former employee or independent contractor of Company, that relates in any manner to any termination by Company of the employment or the services of such employee or independent contractor or any other matter relating to Company's employment of such employee or independent contractor. For the purpose of determining whether there has been any failure of any representation and warranty of Company and the Shareholders to be true and correct or any breach of any covenant of Company and the Shareholders hereunder, all references in Sections 4 and 6 to "material," "in all material respects", "Material Adverse Effect" and "Material Adverse Change" shall be disregarded. (ii) Subject to Section 12.2(ii) below, in seeking indemnification for Damages under this Section 12.2, the Indemnified Persons shall make no claim for Damages unless and until such Damages aggregate at least one-half of one percent (0.5%) of the Closing Acquisition Consideration, inclusive of legal fees (the "BASKET"). Any claim of indemnity made by an , in which event such Indemnified Person under this section must be asserted in a writing delivered may make claims for all Damages. (iii) Notwithstanding anything herein to the Sellers contrary, the limitations on the liability of the Shareholders set forth above shall not be applicable to any claim by no later than thirty (30) days notice any Indemnified Person for indemnification for Damages resulting directly or indirectly from fraud or deliberate malfeasance on the part of such claimCompany or any Shareholder.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the provisions of Sections 11.3 and 11.4, each StarNet Stockholder will severally and not jointly indemnify and hold harmless The Company Netopia and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties Netopia or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs costs, as reduced by amounts actually recovered under Netopia's insurance policies (hereinafter collectively referred to as "Damages") incurred incurred, resulting from or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer StarNet in this Agreement, the StarNet Disclosure Schedule or any certificate, document or instrument required by this Agreement or in any certificate to be delivered by or on behalf of Buyer StarNet or an officer of StarNet pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date); or (b) any Special Damages (as defined in Section 11.3). Any Except with respect to claims arising from Special Damages, which may be raised after the Escrow Release Date, any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Escrow Agent by no later than thirty (30) days notice the Escrow Release Date, and, if raised by such date, such claim shall survive the Escrow Release Date until final resolution of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to Each Company Stockholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless The Company PAR3 and the Sellers, their its officers, directors, agents, representatives, shareholders and employees, and each personPerson, if any, who controls or may control those parties PAR3 within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "“PAR3 Indemnified Person" ” and collectively as "“PAR3 Indemnified Persons"”) from and against any and all claimslosses, demands, suits, actions, causes losses resulting from a reduction in value of actions, lossesan asset (without taking into account any valuation multiple), costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable fees ’ fees, costs of investigation and court or arbitration costs (hereinafter collectively referred to as "“Damages") incurred and ”)), directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or the Company Disclosure Schedule, 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 certificate delivered individual representation and warranty which by its terms speaks only as of a specific date or on behalf dates); (ii) any failure of The any certification, representation or warranty made by the Company pursuant hereto to Section 7.2 to be true and correct as of the date such certificate is delivered to PAR3; (if such inaccuracy, misrepresentation, iii) any breach of or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties or covenants given or made by Newco the Company in this Agreement Agreement; or (iv) (a) any amounts paid by PAR3 or in any certificate delivered by or on behalf Merger Sub to former stockholders of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach Company with respect to Dissenting Shares required to be paid or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered otherwise reasonably paid to the Sellers by no later than thirty (30) days notice extent that the aggregate of such claimamounts exceed the aggregate portion of the Total Stock Consideration that the holders of such Dissenting Shares would have received in the Merger pursuant to Section 2.1(b) had they not perfected their appraisal rights plus (b) that portion of the Escrow Shares deposited pursuant to Section 2.2 with regard to such holder.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Section 10, the Target Stockholders will indemnify and hold harmless The Company Acquirer and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Acquirer within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES"): (a) incurred and arising Arising out of any inaccuracy, misrepresentation, misrepresentation or breach of, of or default in, in connection with any of the representations, warranties or and covenants given or made by Buyer Target in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Target pursuant hereto (other than with respect to changes in the truth or accuracy of the representations and warranties of Target under this Agreement after the date hereof if Target has advised Acquirer of such inaccuracychanges in an update to Exhibit 2.0 delivered prior to the Closing and Acquirer has nonetheless proceeded with the Closing); or (b) Resulting from any failure of any Target Stockholders to have good, misrepresentationvalid and marketable title to the issued and outstanding Target Stock held by such stockholders, 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 Target Stock in favor of the Merger and the other transactions contemplated by the Agreement of Merger; or (c) Resulting from any breach or default existed at violation of state securities laws by Target in connection with the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out issuances of any inaccuracy, misrepresentation, breach of, or default in, any securities of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimTarget. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Seller shall indemnify Buyer, Buyer's Affiliates and hold harmless The Company Buyer's parent, Subsidiaries, Affiliate corporations, past and the Sellers, their present officers, directors, agentsshareholders, shareholders partners, members, attorneys, legal representatives, agents and employeesemployees (collectively, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified PersonsBuyer Indemnitees") from and against hold the Buyer Indemnitees harmless to the extent set forth in this Article IX in respect of any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and Losses arising out of or resulting from any inaccuracybreach of any representation, misrepresentationwarranty, covenant or agreement made by Seller or any other Transferor in this Agreement or any representation, warranty or certification contained in any certificate, 38 instrument or agreement delivered by or on behalf of Seller or any other Transferor pursuant hereto or in connection herewith, other than the representations and warranties contained in Section 2.7, for which indemnification is provided in Section 9.6, and other than any Losses relating to, arising out of or in connection with the Cedar Bay Dispute or the controversy underlying such litigation, for which indemnification is provided in Section 9.7. (b) Buyer shall indemnify Seller, Seller's Affiliates and Seller's parent, Subsidiaries, Affiliate corporations, past and present officers, directors, shareholders, partners, members, attorneys, legal representatives, agents and employees (collectively, the "Seller Indemnitees") and hold the Seller Indemnitees harmless to the extent set forth in this Article IX by Seller in respect of any and all Losses arising out of or resulting from any breach ofof any representation, warranty, covenant or default in, any of the representations, warranties or covenants given or agreement made by Buyer in this Agreement or any representation, warranty or certification contained in any certificate certificate, instrument or agreement delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimany Subsidiary or Affiliate thereof. 10.2.2. (c) The Company agrees to indemnify and hold harmless sole recourse of any Buyer and their officersIndemnitee or Seller Indemnitee (each, directorsas applicable, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified PersonsIndemnitee") from and against for any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out breach of any inaccuracyrepresentation, misrepresentationwarranty, breach of, covenant or default in, any of the representations, warranties or covenants given or agreement made by The Company in this Agreement or any representation, warranty or certification contained in any certificate certificate, instrument or agreement delivered by or on behalf of The Company Buyer or any Subsidiary or Affiliate thereof or Seller or any other Transferor pursuant hereto or in connection herewith (except as expressly provided otherwise therein) shall be the indemnification provided in this Article IX, subject to the limitations provided in this Article IX; provided, that the foregoing shall not limit (i) remedies for fraud if such inaccuracythe Indemnitee proves actual fraud on the part of the Indemifying Party (as defined in Section 9.2(d)), misrepresentationor (ii) the availability of injunctive and other equitable relief, breach or default existed at including without limitation, specific performance. (d) No Indemnitee shall be entitled to indemnification hereunder except to the Closing Date). Any extent the claim of for indemnity with respect thereto has been made by an Indemnified Person under this section must be asserted in a writing delivered received by the appropriate indemnifying party (each, as applicable, an "Indemnifying Party") prior to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning expiration of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco applicable survival period provided in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimSection 9.1.

Agreement to Indemnify. 10.2.1. Buyer agrees The Majority Zedcor Shareholders agree to jointly and severally indemnify and hold harmless The Company IMSI and the Sellers, their its officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties IMSI within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") promptly as incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Zedcor and/or the Majority Zedcor Shareholders in this Agreement or in the Zedcor Disclosure Letter or in any certificate delivered by or on behalf of Buyer Zedcor pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any Neither party shall settle any such claim of indemnity made by an Indemnified Person or suit for which the Majority Zedcor Shareholders are obligated to indemnify IMSI under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within without the meaning prior written consent of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claimsother, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date)which consent shall not be unreasonably withheld. Any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing and delivered to Buyer notice the Representative. (a) With respect to any portion of a claim or suit under this Section 11 that requires IMSI to recall, remaster, or rereplicate any hard media IMSI software product that includes Zedcor visual content, Zedcor shall not be responsible for IMSI's actual cost of such claimrecall, remastering, or rereplication. Nothing herein shall limit Zedcor's indemnification responsibility for Damages except as specifically stated above. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers(b) In no event shall Zedcor's indemnification liability exceed the Purchase Price Balance or Hold Back Funds, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning plus fifty percent (50%) of any amounts already paid by IMSI in satisfaction of the 1933 Act or purchase price. (c) In the 1934 Act (each hereinafter referred event that any particular piece of visual content that is alleged to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out violate the intellectual property rights of any inaccuracythird party, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made was properly licensed by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed both IMSI and Zedcor at the Closing Date). Any claim of indemnity made by an Indemnified Person Closing, Zedcor shall not be responsible for indemnification under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimfor said duplicative image. Nothing herein shall limit Zedcor's indemnification responsibility for Damages except as specifically stated above.

Agreement to Indemnify. 10.2.114.2.1. Buyer Uniloc agrees to indemnify and hold harmless The Company CSRV and the SellersNewco, their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Uniloc in this Agreement or in any certificate delivered by or on behalf of Buyer Uniloc pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section Section 17.2 must be asserted in a writing delivered to Buyer Uniloc by no later than thirty notice (30) days after the filing of such claimthe Plan of Merger with the Secretary of State of Nevada. 10.2.214.2.2. The Company CSRV agrees to indemnify and hold harmless Buyer Uniloc and Newco, their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company CSRV in this Agreement or in any certificate delivered by or on behalf of The Company CSRV pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section Section 17.2 must be asserted in a writing delivered to Buyer notice Uniloc by no later than thirty (30) days after the filing of such claimthe Plan of Merger with the Secretary of State of Nevada. 10.2.314.2.1. Sellers agree Newco agrees to indemnify and hold harmless The Company CSRV and Buyer Uniloc their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco NEWCO in this Agreement or in any certificate delivered by or on behalf of the Seller NEWCO pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section Section 17.2 must be asserted in a writing delivered to the Sellers NEWCO by no later than thirty (30) days notice after the filing of such claimthe Plan of Merger with the Secretary of State of Nevada.

Agreement to Indemnify. 10.2.1. Buyer agrees to From and after the Closing, each Company Stockholder, Company Convertible Noteholder, Company Promissory Noteholder, Company Warrantholder, Company SAFE Investor, each holder of Vested Company Options and each Company Participant (each, a “Company Indemnifying Party” and collectively, the “Company Indemnifying Parties”) shall severally (based on each such Company Indemnifying Party’s Pro Rata Share), and not jointly, indemnify and hold harmless The Company each of Parent, and the Sellerstheir respective Affiliates, their officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act employees (each hereinafter referred to individually as an "a “Parent Indemnified Person" ” and collectively as "the “Parent Indemnified Persons"”) from and against any and all claimslosses, demands, suits, actions, causes of actions, lossesreductions in value, costs, Taxes, damages, liabilities Liabilities, interest and expenses including, without limitation, (including reasonable and documented attorneys' ’ fees, other professionals' ’ and experts' reasonable ’ fees and court costs incurred in connection with investigation, defending against or arbitration costs settling any of the foregoing) (hereinafter collectively referred to as "“Damages"”) suffered or incurred and by a Parent Indemnified Person, directly or indirectly, to the extent arising out of or resulting from or in connection with: (a) any inaccuracy, misrepresentation, breach of, failure of any representation or default in, any of the representations, warranties or covenants given or warranty made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or the Company Disclosure Letter, to be true and correct as of the Agreement Date or as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the Agreement Date, except in the case of any certificate delivered individual representation and warranty which by its terms speaks only as of a specific date or on behalf dates, in which case as though made as of The such specific date or dates) and any failure of any certification to be made by the Company pursuant hereto to Section 7.2(b) to be true and correct as of the date such certificate shall be delivered to Parent (if such inaccuracythis clause (a), misrepresentationand Section 10.2(e) to the extent relating to this clause (a), the “Representation Indemnities”); (b) any breach of or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties covenants or covenants given or agreements made by Newco the Company in this Agreement or in and any certificate delivered failure of any certification to be made by or on behalf the Company pursuant to Section 7.2(c) to be true and correct as of the Seller pursuant hereto (if date such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must certificate shall be asserted in a writing delivered to Parent; (c) any payments made with respect to Dissenting Shares to the Sellers by no later than thirty extent that such payments exceed the value of the amounts that otherwise would have been payable pursuant to Article 2 upon the exchange of the Dissenting Shares; (30d) days notice any Indemnified Taxes; or (e) any Third-Party Claim relating to any of such claimthe items referred to in clauses (b) through (d) above.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) The Digital Content Members will severally, but not jointly, on a pro rata basis based upon their respective ownership interests in Digital Content Membership Interests set forth besides their names on Schedule 2.1.1 to this Agreement, indemnify and hold harmless The Company harmless, Keynote and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Keynote or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Keynote Indemnified Person" and collectively as "Keynote Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Digital Content in this Agreement or in the Digital Content Disclosure Letter or in any certificate delivered by or on behalf of Buyer Digital Content or an officer of Digital Content pursuant hereto hereto; or (if such inaccuracyb) any losses resulting from any claims by any former employees or consultants of Digital Content. Except with respect to claims arising from Member Damages (as defined below), misrepresentationwhich may be raised after the Release Date, breach or default existed at the Closing Date). Any any claim of indemnity made by an a Keynote Indemnified Person under this section Section 11.2(a) must be asserted raised in a writing delivered to Buyer the Representative (as defined below) by no later than thirty notice the Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Consideration, other than Escrow Consideration having a value (calculated pursuant to Section 11.3) equal to the amount of Damages asserted in any claim (as defined in Section 11.5) which has not been resolved pursuant to the terms hereof prior to the Release Date, shall be released to the Digital Content Members on the Release Date or, in the case of any such withheld cash, upon the resolution of such claimClaim(s) as defined in Section 11.5). 10.2.2. The Company agrees to (b) Each Digital Content Member will severally (and not jointly) indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Keynote Indemnified Person" and collectively as "Indemnified Persons") Persons from and against all Damages incurred or suffered by any such persons or arising from, by reason of or in connection with the failure of any Digital Content Member to have good, valid and marketable title to the issued and outstanding Digital Content Membership Interests held by such Member, free and clear of all claimsEncumbrances, demandsor to have full right, suits, actions, causes capacity and authority to vote such Digital Content Membership Interest in favor of actions, losses, costs, damages, liabilities the Merger and expenses including, without limitation, reasonable attorneys' fees, the other professionals' and experts' reasonable fees and court or arbitration costs transactions contemplated by this Agreement (hereinafter collectively referred to as "Member Damages"). (c) The Digital Content Members will severally, but not jointly, indemnify and hold harmless Keynote Indemnified Persons from and against all Damages incurred and or suffered by any such persons or arising out from, by reasons of or in connection with any inaccuracy, misrepresentation, breach of, fraudulent conduct or default in, any of the representations, warranties or covenants given or fraudulent misrepresentation made by The Company Digital Content in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto Digital Content Ancillary Agreement (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Special Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) From and after Closing, Seller shall indemnify and hold harmless The Acquiror and its Affiliates (including the Company Group) and the Sellers, their respective officers, directors, agents, shareholders and employees, agents and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act representatives (each hereinafter referred to individually as an "“Acquiror Indemnified Person" ” and collectively as "“Acquiror Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actionsdamages, losses, costs, damages, liabilities penalties and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable ’ fees, costs of investigation and court costs (including such fees and court or arbitration costs incurred in connection with enforcing the provisions of this Article 12)) (hereinafter collectively referred to as "“Damages") incurred and ”), arising out of or resulting from the following (the “Indemnifiable Matters”): (i) any inaccuracy, misrepresentation, breach of, or failure to be true and correct or inaccuracy of any representation or warranty made by Seller or the Companies in this Agreement; (ii) any breach of or default in, in connection with any of the representations, warranties covenants or covenants given or agreements made by Buyer Seller or the Companies in this Agreement or Agreement; (iii) Taxes that are the responsibility of Seller pursuant to Section 8.1; (iv) the ownership and operation of Seller’s and its Affiliates’ (other than the Company Group) businesses prior to, at and after the Closing, including, without limitation, all liabilities under any Seller Benefit Plans (excluding Company Benefit Plans), (v) all Company Debt and Transaction Expenses to the extent not included in any certificate delivered by or the calculations set forth in Section 2.3 hereof and (vi) the matters set forth on behalf Section 12.2(a) of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimCompany Disclosure Letter. 10.2.2. The Company agrees to (b) From and after Closing, Acquiror shall indemnify and hold harmless Buyer Seller and its Affiliates (excluding the Company Group) and their respective officers, directors, agents, shareholders and employees, agents and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act representatives (each hereinafter referred to individually individual as an "a “Seller Indemnified Person" ” and collectively as "“Seller Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and Damages arising out of or resulting from the following: (i) any inaccuracy, misrepresentation, breach of, or failure to be true and correct of any representation or warranty made by Acquiror in this Agreement; or (ii) any breach of or default in, in connection with any of the representations, warranties covenants or covenants given or agreements made by The Company Acquiror in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimAgreement. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the terms and conditions of Article XII, the Principal Shareholders agree, and each other Shareholder will (to the extent of the Escrow Fund deposited in escrow pursuant to Section 3.4 and the Escrow Agreement), jointly and severally indemnify and hold harmless The Company SportsLine and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties SportsLine or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against (i) the full amount of all Excess Debt and/or Transaction Expenses that are not deducted in the calculation of the Merger Consideration in accordance with Section 3.1; (ii) any and all claims, demands, suits, actions, proceedings, investigations, audits, causes of actions, losses, costs, damages, liabilities liabilities, costs and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising (excluding any Damages to the extent recovered by SportsLine or the Surviving Corporation from any third party under any contract with such party or under any applicable insurance policy) that are directly or indirectly incurred, result from or arise out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer DWWC or the Principal Shareholders in this Agreement or in the Disclosure Letter or in any certificate delivered by or on behalf of Buyer DWWC or the Principal Shareholders pursuant hereto hereto; and (if such inaccuracyiii) any Special Damages. In determining the amount of any Damage attributable to a breach, misrepresentation, breach any materiality standard or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted knowledge qualification contained in a writing delivered representation, warranty or covenant of DWWC shall be disregarded. Subject to Buyer by no later than thirty notice the terms and conditions of such claim. 10.2.2. The Company Article XII, SportsLine agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Shareholders from and against any and all claimsDamages (excluding any Damages to the extent recovered by a Shareholder from any third party under any contract with such party or under any applicable insurance policy) that are directly or indirectly incurred, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court result from or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising arise out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company the SportsLine Companies in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller SportsLine Companies pursuant hereto (if such inaccuracyhereto. In determining the amount of any Damage attributable to a breach, misrepresentation, breach any materiality standard or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted knowledge qualification contained in a writing delivered to representation, warranty or covenant of the Sellers by no later than thirty (30) days notice of such claimSportsLine Companies shall be disregarded.

Agreement to Indemnify. 10.2.1. Buyer agrees to indemnify From and hold harmless The Company after the Effective Time, ---------------------- Parent and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders and employees, and each person, if any, person who controls or may control those parties Parent or the Surviving Corporation within the meaning of the 1933 Securities Act or and who suffers Damages (as defined below) in the 1934 Act capacity as such controlling person (each of Parent, the Surviving Corporation and each such officer, director, agent, employee and controlling person is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") will be ------------------ ------------------- indemnified and held harmless from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, demonstrable damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising ------- out of any inaccuracy, misrepresentation, breach of, or default in, any of the representationsrepresentations (except for the representation in Section 2.10(i)), warranties or covenants given or made by Buyer Company in this Agreement or in any certificate delivered pursuant to Section 8.1 or 8.2 hereof by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date)) in accordance with the provisions of this Article 10 and the Escrow Agreement. Any claim of indemnity made by an Indemnified Person under this section Section 10.2 must be asserted in a writing delivered pursuant to Buyer notice Sections 4 and 5 of the Escrow Agreement. As used herein, the term "Damages" will not include any ------- overhead costs of Parent personnel and the amount of Damages incurred by any Indemnified Person will be reduced by the amount of any insurance proceeds actually received by such Indemnified Person on account of such claim. 10.2.3. Sellers agree to indemnify Damages and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out amount of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made direct tax savings actually recognized by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered that are directly attributable to the Sellers such Damages, but will include any reasonable costs or expenses incurred by no later than thirty (30) days notice of such claimIndemnified Person to recover such insurance proceeds or to obtain such tax savings. The Indemnified Persons will use reasonable efforts to mitigate their Damages.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Section 11, holders of the Outstanding DKI Stock immediately prior to the Effective Time (by executing the Indemnification Letter pursuant to Section 9.19 hereof) (each, an "Indemnifying Shareholder") will jointly and severally indemnify and hold harmless The Company Adaptec and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Adaptec within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses includingexpenses, including without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "Damages"): (a) incurred and arising Arising out of any inaccuracy, misrepresentation, misrepresentation or breach of, of or default in, in connection with any of the representations, warranties or and covenants given or made by Buyer DKI in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer DKI pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim other than with respect to specific changes of indemnity made by an Indemnified Person under this section must be asserted which DKI has advised Adaptec in a writing written update to Schedule 3 delivered prior to Buyer the Closing); (b) Resulting from any failure of any DKI shareholders to have good, valid and marketable title to the issued and outstanding DKI Stock held by no later than thirty notice such shareholders, 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 claim.DKI Stock in favor of the Merger and the other transactions contemplated by the Agreement of Merger; or 10.2.2. The Company agrees (c) Consisting of legal and accounting fees, costs and/or expenses incurred by DKI in connection with the Merger and the transactions contemplated hereby in excess of the DKI Legal/Accounting Fee Cap (as defined in Section 12.8 hereof): (d) Relating to indemnify and hold harmless Buyer and their officersthe termination or severance of any DKI officer or other employee; or (e) Resulting from any unreasonable delay in the release of Adaptec products, directors, agents, shareholders and employeeswhich, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered only to the Sellers extent such, delay is attributable to DKI software. As used in the previous sentence, "unreasonable delay" shall be assessed by no later than thirty (30reference to the milestone schedule in Schedule 3.16(f) days notice of such claimhereof.

Agreement to Indemnify. 10.2.1. Buyer agrees to The Company Stockholders will jointly and severally indemnify and hold harmless The Company HNC and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties HNC or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, demonstrable damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer the Company in this Agreement or in the Company Disclosure Letter or any certificate delivered by or on behalf of Buyer the Company pursuant hereto hereto, (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Escrow Agent by no later than thirty (30) days notice the Escrow Release Date. As used herein, the term "Damages" will not include any overhead costs of HNC personnel and the amount of Damages incurred by any Indemnified Person will be reduced by the amount of any insurance proceeds actually received by such Indemnified Person on account of such claimDamages and the amount of any direct tax savings actually recognized by such Indemnified Person that are directly attributable to such Damages, but will include any reasonable costs or expenses incurred by such Indemnified Person to recover such insurance proceeds or to obtain such tax savings. The Indemnified Persons will use reasonable efforts to mitigate their Damages.

Agreement to Indemnify. 10.2.1. Buyer agrees to (i) Except as hereinafter provided in this Article 11, the Worldprints Founders will jointly and severally, indemnify and hold harmless The Company harmless, and (ii) the Worldprints Shareholders who are not Worldprints Founders will severally, but not jointly, on a pro rata basis based upon their respective ownership interests in Worldprints Common Stock set forth besides their names on Schedule 3.4.1 (a) to this Agreement, indemnify and hold harmless, Excite@Home and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives stockholders and employees, and each person, if any, who controls or may control those parties Excite@Home or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Excite@Home Indemnified Person" and collectively as "Excite@Home Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Worldprints or a Worldprints Founder in this Agreement or in the Worldprints Disclosure Letter or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Worldprints or an officer of Worldprints pursuant hereto hereto; or (if such inaccuracyb) any Excess Transaction Expenses (as defined in Section 13.7) (collectively, misrepresentation, breach or default existed at the Closing Date"Ordinary Damages"). Any Except with respect to claims arising from Special Damages or Shareholder Damages, which may be raised after the Release Date, any claim of indemnity made by an Excite@Home Indemnified Person under this section Section 11.2(a) must be asserted raised in a writing delivered to Buyer the Representative (as defined below) by no later than thirty notice of the Release Date, and, if raised by such claimdate, such claim shall survive the Release Date until final resolution thereof. Notwithstanding anything to the contrary in this Agreement, in no event shall a Worldprints Shareholder that is not also a Worldprints Founder be required to indemnify or hold harmless Excite@Home Indemnified Persons from Damages resulting from any inaccuracy, misrepresentation, breach of, or default in any representation, warranty or covenant given or made by a Worldprints Founder in this Agreement that is not also given or made by Worldprints. 10.2.2. The Company agrees to indemnify (b) Except as hereinafter provided in this Article 11, each Worldprints Shareholder (including each Worldprints Founder) severally (and hold not jointly) indemnifies and holds harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Excite@Home Indemnified Person" and collectively as "Indemnified Persons") Persons from and against all Damages incurred or suffered by any such persons or arising from, by reason of or in connection with (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants or agreements given or made by such Worldprints Shareholder in the Investment Representation Letter executed by such Worldprints Shareholder pursuant to this Agreement, or (ii) the failure of any Worldprints Shareholder to have good, valid and marketable title to the issued and outstanding Worldprints Common Stock or Worldprints Preferred Stock held by such stockholders, free and clear of all claimsEncumbrances, demandsor to have full right, suits, actions, causes capacity and authority to vote such Worldprints Common Stock in favor of actions, losses, costs, damages, liabilities the Merger and expenses including, without limitation, reasonable attorneys' fees, the other professionals' and experts' reasonable fees and court or arbitration costs transactions contemplated by this Agreement (hereinafter collectively referred to as "Shareholder Damages"). (c) Each Worldprints Shareholder (including each Worldprints Founder) jointly and severally indemnifies and holds harmless the Excite@Home Indemnified Persons from and against Special Damages (as hereinafter defined) incurred and or suffered by any such Excite@Home Indemnified Persons arising out from, by reason of, or in connection with, (i) any fraudulent conduct, fraudulent misrepresentation or other willful misconduct on the part of Worldprints or any officer, director, employee or agent of Worldprints or any Worldprints subsidiary, or (ii) any inaccuracy, misrepresentation, breach of, or default in, any the representations or warranties of the representations, warranties Worldprints set forth in Section 3.4 (Capitalization) or covenants given or made by The Company in Section 3.7 (Taxes) of this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimAgreement. 10.2.3. Sellers agree to indemnify (d) Each Worldprints Founder severally (and hold not jointly) indemnifies and holds harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Excite@Home Indemnified Person" and collectively as "Indemnified Persons") Persons from and against Special Damages incurred or suffered by any and all claimssuch Excite@Home Indemnified Persons arising from, demandsby reason of, suitsor in connection with, actions(i) any fraudulent conduct, causes fraudulent misrepresentation or other willful misconduct on the part of actionssuch Worldprints Founder, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages"ii) incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, representations or warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimWorldprints Founder set forth in Section 3.4 (Capitalization) or Section 3.7 (Taxes) of this Agreement.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Article 12, from and after the Effective Time of the First Merger, each Effective Time Holder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless The Company Acquiror and the Sellers, their its officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquiror within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "“Acquiror Indemnified Person" ” and collectively as "“Acquiror Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable fees ’ fees, costs of investigation and court or arbitration costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as "“Damages") ”), paid or incurred and by the Acquiror Indemnified Persons, or which may become paid by the Acquiror Indemnfied Persons as a result of any assessments, taxes, claims, demands, Liability, assertions of Liability, or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative), directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracyrepresentation or warranty made by the Company in this Agreement, misrepresentation, breach of, or default inthe Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and correct as of the representationsdate 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 covenants given dates) (other than, with respect to the representations and warranties (i) set forth in Section 4.8 relating to the accuracy and presentation of the Company Financial Statements to the extent that (A) such failure relates to matters covered by clause (xii) of this Section 12.1(b) or (B) such failure arises from inaccuracies in the revenues or Liabilities set forth in the Company Financial Statements that result from any reclassification of revenues to deferred revenues in the Audited Financial Statements and (ii) set forth in Section 4.13(m) and Section 4.22); (ii) any failure of any certification, representation or warranty made by Buyer in this Agreement or the Company in any certificate delivered to Acquiror pursuant to any provision of this Agreement (other than the Dividend Amount Certificate) to be true and correct as of the date such certificate is delivered to Acquiror (other than, with respect to the representations and warranties (i) set forth in Section 4.8 relating to the accuracy and presentation of the Company Financial Statements to the extent that (A) such failure relates to matters covered by clause (xii) of this Section 12.1(b) or (B) such failure arises from inaccuracies in the revenues or Liabilities set forth in the Company Financial Statements that result from any reclassification of revenues to deferred revenues in the Audited Financial Statements and (ii) set forth in Section 4.13(m) and Section 4.22); (iii) any breach of or default by the Company prior to the Closing Date of any of the covenants or agreements made by the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any of the matters set forth on behalf Company Disclosure Letter that constitutes an exception to Section 4.6 (Litigation); (v) any economic Damages resulting from inaccuracies in the amounts shown in the Dividend Amount Certificate or Spreadsheet to be payable to any holder of Buyer pursuant hereto the Company’s securities; (if vi) any Indemnifiable Merger Expenses; (vii) any Dissenting Shares Excess Payments; (viii) any breaches of the representations set forth in the Audited Financial Statements Certification; (ix) any actual or alleged infringement or misappropriation of any third party Intellectual Property Rights, provided that (A) the claim, demand, assertion of liability, action, suit or proceeding alleging such inaccuracyinfringement or misappropriation (“Escrow IP Claim”) is first made or brought by an unrelated third party against the Acquiror, misrepresentationthe Company or the Surviving Entity between the Agreement Date and the twelve-month anniversary of the Effective Time of the First Merger and (B) the third party seeks (including by way of demand letter or similar communication to the Company or the Surviving Entity) or obtains (by way of court order, judgment or decree or settlement agreement) either injunctive relief or monetary damages relating to any Company Product or any Company IP Rights (provided that Acquiror will not enter into any such settlement agreement without the consent of the Representative, which will not unreasonably be withheld) (and for the avoidance of doubt, the indemnity provided in this clause (ix) shall apply irrespective of any disclosures in the Company Disclosure Letter, whether or not the Company had knowledge of such potential claim, demand, assertion of liability, action, suit or proceeding or of any basis therefor), and whether or not the third party prevails in obtaining injunctive relief or monetary damages (by way of court order, judgment or decree or settlement agreement) (such events, the “Escrow IP Claim Events”), and provided further that the Company shall reimburse Acquiror for all costs and expenses (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court costs) to evaluate, respond to and defend against Escrow IP Claims as they are incurred; (x) fraud, willful breach or default existed at intentional misrepresentation by the Closing Date). Any claim Company or any Company Representative; (xi) any failure to collect any Qualified Accounts Receivable within sixty (60) days of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice the date of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each personQualified Accounts Receivable have first become past due; (xii) the Audit Differential Amount, if any, who controls or may control those parties within excluding any portion thereof that is fully taken into account by a corresponding reduction in the meaning Dividend Amount; and (xiii) any refund of the 1933 Act amount paid for a Company Product by the Surviving Entity to a customer under a Contract entered into by the Company on or before the 1934 Act (each hereinafter referred Effective Time of the First Merger if, after using commercially reasonable efforts, the Surviving Entity was unable to individually as an "repair or replace the Company Product under that Contract and the Surviving Entity paid or was required to pay the refund; provided, however, that the Acquiror Indemnified Person" and collectively as "Persons shall not assert claims for Damages with respect to any matter pursuant to this Section 12.1 to the extent it would result in a collection of more than 100% of the applicable Damages; provided, further, that Damages against Acquiror Indemnified Persons that have not been paid or incurred by such Acquiror Indemnified Persons may be subject to a Claim, but such Damages may not be deducted from the escrow fund until actually paid or incurred by such Acquiror Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out . In determining the amount of any inaccuracy, misrepresentation, breach of, Damages in respect of the failure of any representation or default inwarranty to be true and correct as of any particular date, any of the representations, warranties materiality standard contained in such representation or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must warranty shall be asserted in a writing delivered to Buyer notice of such claimdisregarded. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Stockholder will severally, and not jointly, based on each Stockholder's Pro Rata Share, indemnify and hold harmless The Company harmless, Acquirer and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Acquirer Indemnified Person" and collectively as "Acquirer Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees fees, and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred, paid or accrued (in accordance with GAAP) in connection with, resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Company in this Agreement or in the Company Disclosure Letter or in any certificate delivered by or on behalf of Company or an officer of Company pursuant hereto; or (ii) any Excess Transaction Expenses (as defined in Section 13.7). (b) Each Company Stockholder will indemnify and hold harmless the Acquirer Indemnified Persons from and against any and all Damages incurred in connection with, resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer such Company Stockholder in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto such Company Stockholder's Investment Representation Letter. (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). c) Any claim of indemnity made by an a Acquirer Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Representative (as defined below) by no later than thirty the applicable Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Funds, other than Escrow Funds having a value (30calculated pursuant to Section 11.3(a)) days notice equal to the amount of Damages asserted in any Claim (as defined in Section 11.5) which has not been resolved pursuant to the terms hereof prior to the Escrow Release Date, shall be released to the Company Stockholders on the Escrow Release Date or, in the case of any such withheld Escrow Funds, upon the final resolution of such claimClaim. (d) The amount which any party is or may be required to pay to or on behalf of any other person pursuant to Article 11 shall be reduced (including retroactively) by (i) any amounts received by an Acquirer Indemnified Person from an insurance carrier or paid and resolved by an insurance carrier on behalf of the insured (in a manner which shall result in no further liability to an Acquirer Indemnified Person), in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, cost or reserve paid or held by or for the benefit of the insured ("Insurance Proceeds"), (ii) other amounts actually recovered by or on behalf of such Acquirer Indemnified Person in reduction of the related Damages or (iii) any tax benefit claimed by Acquirer as a result of any Damages, such tax benefit being calculated at Acquirer's incremental effective rate of tax. If a Acquirer Indemnified Person shall have received the payment required by this Agreement from an indemnifying party in respect of Damages and shall subsequently actually receive Insurance Proceeds, or other amounts in respect of such Damages as specified above, then such indemnified person shall pay to such indemnifying party a sum equal to the amount of such Insurance Proceeds or other amounts actually received.

Agreement to Indemnify. 10.2.1. Buyer agrees (i) The Kendara Stockholders will severally, but not jointly, on a pro rata basis based upon their respective ownership interests in Kendara Common Stock set forth besides their names on Schedule 3.4.1 (a) to this Agreement, indemnify and hold harmless The Company harmless, Excite@Home and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Excite@Home or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Excite@Home Indemnified Person" and collectively as "Excite@Home Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Kendara in this Agreement or in the Kendara Disclosure Letter or in any certificate delivered by or on behalf of Buyer Kendara or an officer of Kendara pursuant hereto hereto; or (if such inaccuracy, misrepresentation, breach or default existed at the Closing Dateb) any Excess Transaction Expenses (as defined in Section 13.7). Any Except with respect to claims arising from Founder Special Damages, Non-Founder Special Damages or Stockholder Damages, which may be raised after the Release Date, any claim of indemnity made by an Excite@Home Indemnified Person under this section Section 11.2(a) must be asserted raised in a writing delivered to Buyer the Representative (as defined below) by no later than thirty notice the Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Shares, other than Escrow Shares having a value (calculated pursuant to Section 11.3(a)) equal to the amount of Damages asserted in any claim (as defined in Section 11.5) which has not been resolved pursuant to the terms hereof prior to the Release Date, shall be released to the Kendara Stockholders on the Release Date or, in the case of any such withheld shares, upon the resolution of such claimClaim(s). 10.2.2. (b) Each Kendara Stockholder severally (and not jointly) indemnifies and holds harmless Excite@Home Indemnified Persons from and against all Damages incurred or suffered by any such persons or arising from, by reason of or in connection with (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants or agreements given or made by such Kendara Stockholder in the Investment Representation Letter executed by such Kendara Stockholder pursuant to this Agreement, (ii) the failure of any Kendara Stockholder to have full right, capacity and authority to vote such Kendara Common Stock in favor of the Merger and the other transactions contemplated by this Agreement, (iii) any fraudulent misrepresentation made by such Kendara Stockholder in the Investment Representation Letter, or (iv), if such Kendara Stockholder is a Kendara Founder, any fraudulent conduct or fraudulent misrepresentation in this Agreement or in any Kendara Ancillary Agreement on the part of such Kendara Founder (collectively "Stockholder Damages"). (c) The Company agrees to Kendara Founders will severally and jointly indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Excite@Home Indemnified Person" and collectively as "Indemnified Persons") Persons from and against Damages incurred or suffered by any and all claimssuch persons or arising from, demandsby reason of or in connection with (i) any fraudulent conduct or fraudulent misrepresentation in this Agreement or in any Kendara Ancillary Agreement on the part of Kendara, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages"ii) incurred and arising out of any inaccuracy, misrepresentation, breach of, of or default in, any of the representationsrepresentations and warranties of Kendara set forth in Section 3.4 (Capitalization) or Section 3.7 (Taxes) of this Agreement (collectively "Founder Special Damages"). (d) The Kendara Stockholders (other than the Kendara Founders) will severally, warranties but not jointly, indemnify and hold harmless Excite@Home Indemnified Persons from and against all Damages incurred or covenants given suffered by any such persons or arising from, by reasons of or in connection with any fraudulent conduct or fraudulent misrepresentation made by The Company Kendara in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto Kendara Ancillary Agreement (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Non-Founder Special Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Shareholder will severally, and not jointly, based on each Company Shareholder's pro rata share of the Escrow Funds indemnify and hold harmless The Company Parent and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Parent or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Parent Indemnified Person" and collectively as "Parent Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees fees, and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred incurred, paid or accrued (in accordance with GAAP) in connection with or directly or indirectly resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Company in this Agreement or in the Company Disclosure Letter or in any certificate required to be delivered by or on behalf of Company or an officer of Company pursuant hereto; or (ii) any Excess Transaction Expenses (as defined in Section 13.7). (b) Each Company Shareholder will indemnify and hold harmless the Parent Indemnified Persons from and against any and all Damages incurred, paid or accrued (in accordance with GAAP) in connection with or directly or indirectly resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer such Company Shareholder in such Company Shareholder's Investment Representation Letter. (c) Any Claim (as defined in Section 11.5) made by a Parent Indemnified Person under this Agreement or Section 11.2 must be raised in a Notice of Claim (as defined in Section 11.5) delivered to the Representative (as defined in Section 11.4) by no later than the applicable Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Funds, other than Escrow Funds having a value (calculated pursuant to Section 11.3) equal to the amount of Damages asserted in any certificate delivered Claim which has not been resolved pursuant to the terms hereof prior to the Escrow Release Date, shall be released to the Company Shareholders on the Escrow Release Date or, in the case of any such withheld Escrow Funds, upon the final resolution of such Claim. In the case of any such withheld Escrow Funds, Parent shall first withhold, with respect to each Company Shareholder, shares of Parent Common Stock not subject to any vesting or right of repurchase or other risk of forfeiture and then, if the value of such shares (calculated pursuant to Section 11.3) is less than the amount of Damages asserted in the applicable Claims, and only to the extent of such shortfall, shall Parent withhold Unvested Parent Shares. (d) The amount which any party is or may be required to pay to or on behalf of any other person pursuant to Article 11 shall be reduced (including retroactively) by (i) any amounts received by a Parent Indemnified Person from an insurance carrier or paid and resolved by an insurance carrier on behalf of the insured (in a manner which shall result in no further liability to a Parent Indemnified Person), in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, cost or reserve paid or held by or for the benefit of the insured ("Insurance Proceeds"), (ii) other amounts actually recovered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Parent Indemnified Person under in reduction of the related Damages or (iii) any tax benefit claimed by Parent as a result of any Damages, such tax benefit being calculated at Parent's incremental effective rate of tax. If a Parent Indemnified Person shall have received the payment required by this section must be asserted Agreement from an indemnifying party in a writing delivered to Buyer by no later than thirty notice respect of Damages and shall subsequently actually receive Insurance Proceeds, or other amounts in respect of such claim. 10.2.2. The Company agrees Damages as specified above, then such indemnified person shall pay to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within such indemnifying party a sum equal to the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out amount of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimdouble recovery actually received. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees 11.2.1 Each Company Stockholder shall severally, and not jointly, but only to the extent of each Company Stockholder's Pro Rata Share, indemnify and hold harmless The Company Acquirer and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "Acquirer Indemnified Person" and collectively as "Acquirer Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, reductions in value, costs, damages, liabilities and expenses includingexpenses, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and ), directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller Company or an officer of the Company pursuant hereto hereto; (if ii) any inaccuracy, misrepresentation or untruth in any representation or warranty of any Company Stockholder contained in such Company Stockholder's Investment Representation Letter; provided, however, that, in the case of any such inaccuracy, misrepresentationmisrepresentation or untruth, breach the indemnifying person shall be only the Company Stockholder whose Investment Representation Letter contained the inaccuracy, misrepresentation or default existed untruth; (iii) any Unpaid Transaction Expenses to the extent that such Unpaid Transaction Expenses were not included in the Closing TNW Calculations; (iv) any amounts paid with respect to Dissenting Shares to the extent that such amounts exceed the value of the shares of Acquirer Common Stock (valued at the Acquirer Average Price Per Share) and cash amount, if any, that the holders of such Dissenting Shares would have received in the Merger pursuant to Section 2.2.2 (such excess amounts, the "Excess Dissenters' Amounts"); and (v) any increases to the Closing DateReductions as finally determined in accordance with Section 2.2.7 (such increases, the "TNW Adjustments"). . 11.2.2 Any claim of indemnity made by an Acquirer Indemnified Person under this section Section 11.2 must be asserted raised in a writing delivered to the Sellers Representative by no later than thirty (30) days notice of the 66 applicable Release Date and, if raised by such claimdate, such claim shall survive the Release Date until final resolution thereof.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Article 12, Panopticon and each of the Panopticon Shareholders hereby agree (and each Panopticon Shareholder shall execute and deliver to Broadbase an Indemnification Letter to signify such agreement) to severally indemnify and hold harmless The Company Broadbase and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Broadbase within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses includingexpenses, including without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred and directly or indirectly arising out of or resulting from: (a) any inaccuracy, misrepresentation, misrepresentation or breach of, of or default in, in connection with any of the representations, warranties or warranties, agreements and covenants given or made by Buyer Panopticon in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Panopticon pursuant hereto (if such inaccuracyhereto, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and any Damages arising out of or relating to the Non-Exercisable Panopticon Warrants; or (b) any inaccuracyfailure of such Panopticon Shareholders (i) to have good, misrepresentationvalid and marketable title to the issued and outstanding Panopticon common stock held by such shareholders, breach offree and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or default in(ii) to have full right, any capacity and authority to vote such Panopticon common stock in favor of the representationsMerger and the other transactions contemplated hereby; provided, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf however, that for purposes of The Company pursuant hereto the foregoing clause (if such inaccuracyb), misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered may only seek and recover Damages from the Indemnifying Stockholder who failed to Buyer notice of have good, valid and marketable title to or authority to vote the issued and outstanding Panopticon common stock held by such claimIndemnifying Stockholder. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to 11.2.1 Each Company Stockholder shall severally, and not jointly, based on each Company Stockholder’s Pro Rata Share, indemnify and hold harmless The Company Acquirer and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "“Acquirer Indemnified Person" ” and collectively as "“Acquirer Indemnified Persons"”) from and against (a) any amount paid by the Company pursuant to Section 5.3, and (b) any and all claims, demands, suits, actions, causes of actions, losses, reductions in value, costs, damages, liabilities and expenses includingexpenses, without limitation, including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable ’ fees and court or arbitration costs (hereinafter collectively referred to as "“Damages") incurred and ”), directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller Company or an officer of the Company pursuant hereto hereto, (if such inaccuracy, misrepresentation, breach or default existed at ii) the Closing Date). matter described in the first paragraph of Section 3.6 of the Company Disclosure Letter. 11.2.2 Any claim of indemnity for indemnification made by an Acquirer Indemnified Person under this section Section 11.2 must be asserted raised in a writing delivered to the Sellers Representative by no later than thirty (30) days notice of the Release Date and, if raised by such claimdate, such claim shall survive the Release Date until final resolution thereof. 11.2.3 Notwithstanding anything to the contrary herein, with respect to any claim for indemnification hereunder related to any representation or warranty contained in Section

Agreement to Indemnify. 10.2.1. Buyer agrees (a) Each Company Shareholder will severally, and not jointly, pro rata in proportion to each Company Shareholder's respective percentage equity interest as reflected in Schedule 3.4.1 (a) to the Company Disclosure Letter, ----------------- indemnify and hold harmless The Company harmless, Parent and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Parent or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Parent Indemnified Person" and collectively as "Parent Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, including reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") directly or indirectly incurred, resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by the Company in this Agreement or in the Company Disclosure Letter or in any certificate delivered by or on behalf of the Company or an officer of the Company pursuant hereto; or (ii) any Excess Transaction Expenses (as defined in Section 13.7). (b) Each Company Shareholder will indemnify and hold harmless the Parent Indemnified Persons from and against any and all Damages directly or indirectly incurred in connection with, resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer such Company Shareholder in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto such Company Shareholder's Investment Representation Letter. (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). c) Any claim of indemnity made by an a Parent Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Representative (as defined below) by no later than thirty the applicable Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Funds, other than Escrow Funds having a value (30calculated pursuant to Section 11.3(a)) days notice equal to the amount of Damages asserted in any Claim (as defined in Section 11.5) that has not been resolved pursuant to the terms hereof prior to the Escrow Release Date, shall be released to the Company Shareholders on the Escrow Release Date or, in the case of any such withheld Escrow Funds, upon the final resolution of such claimClaim. (d) The amount that any party is or may be required to pay to or on behalf of any other person pursuant to Article 11 shall be reduced (including retroactively) by (i) any amounts received by a Parent Indemnified Person from an insurance carrier or paid and resolved by an insurance carrier on behalf of the insured (in a manner which shall result in no further liability to an Parent Indemnified Person), in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, cost or reserve paid or held by or for the benefit of the insured ("Insurance Proceeds"), or (ii) other amounts actually recovered by or on behalf of such Parent Indemnified Person in reduction of the related Damages. If a Parent Indemnified Person shall have received the payment required by this Agreement from an indemnifying party in respect of Damages and shall subsequently actually receive Insurance Proceeds, or other amounts in respect of such Damages as specified above, then such indemnified person shall pay to such indemnifying party a sum equal to the amount of any such double recovery actually received.

Agreement to Indemnify. 10.2.1. Buyer (a) Subject to the limitations in Section 8.2, each Seller (as defined in Section 9.10(q) below) hereby Severally (as defined in Section 9.10) covenants and agrees to indemnify indemnify, defend, protect and hold harmless The Company ADAC and its affiliates (including Sub, the Surviving Corporation, UGM Labs Sub and the SellersSurviving Corporation under the UGM Laboratory Agreement), and each of their respective officers, directors, employees, agents, shareholders, successors and assigns (collectively, the "INDEMNIFIED PERSONS"), from, against and in respect of all claims, losses, liabilities, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees, expenses of investigation and disbursements of every kind, nature and description) (each a "LOSS" and collectively, "LOSSES") suffered, sustained, incurred or paid by any of them in connection with, resulting from or arising out of, directly or indirectly, (i) any inaccuracy or breach of a representation or warranty of the Company or the Sellers set forth in this Agreement or any inaccuracy or breach of a representation or warranty of UGM Laboratory in the UGM Laboratory Agreement and each of the other instruments and documents delivered by the Company, the Sellers, UGM Laboratory and the shareholders of UGM Laboratory in connection with the Transaction and employeesthe UGM Laboratory Transaction, as applicable, (ii) any failure of the Company or the Sellers to perform or comply with any covenant or agreement contained in this Agreement or in any other Transactional Agreement to be complied with by them and any failure of UGM Laboratory or the shareholders of UGM Laboratory to perform or comply with any covenant or agreement contained in the UGM Laboratory Agreement or in any other UGM Laboratory Transactional Agreement to be complied with by them, (iii) the business, operations or assets of the Company and UGM Laboratory on or prior to the Closing Date, including without limitation all due and payable prior to the Closing Date, except as otherwise disclosed and provided for in the Balance Sheet (with respect to the Company) and the Balance Sheet, as defined in the UGM Laboratory Agreement (with respect to UGM Laboratory); (iv) the actions or omissions of the Company's and/or UGM Laboratory's directors, officers, shareholders, employees or agents on or prior to the Closing Date; (v) the matters disclosed in Part 2.5 (Absence of Certain Changes or Events), Part 2.11 (Government Authorizations; Regulatory Matters; Government Consents; Conflicts), Part 2.12 (Tax Matters), Part 2.14 (Litigation and Claims) and Part 2.15 (Environmental Matters) of the Disclosure Schedule and the comparable Parts of the Disclosure Schedule for the UGM Laboratory Agreement, and fines, penalties, taxes and other Losses relating to, arising under or caused by the 401(k) plan and/or SARSEP for each person, if any, who controls or may control those parties within the meaning of the 1933 Act Company and UGM Laboratory (to the extent such amount exceeds the amounts accrued for such liability on the balance sheets of the Company and UGM Laboratory (PROVIDED that such accrued amounts shall not exceed an aggregate of U.S.$150,000)) or (vi) any and all Losses incident to any of the 1934 Act foregoing or to the enforcement of this Section 8.1(a). (each hereinafter referred b) Subject to individually as an "Indemnified Person" the limitations in Section 8.2, ADAC covenants and collectively as "Indemnified Persons") agrees to indemnify, defend and hold harmless the Sellers and the shareholders of UGM Laboratory from and against any and all claimsLosses sustained or incurred by the Sellers and the shareholders of UGM Laboratory, demandsas the case may be, suitsin connection with, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court resulting from or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of (i) any inaccuracyinaccuracy or breach of a representation or warranty of ADAC and Sub set forth in this Agreement or any inaccuracy or breach of a representation or warranty of ADAC or UGM Labs Sub in connection with the UGM Laboratory Transaction and each of the other instruments and documents delivered by ADAC, misrepresentationSub and UGM Labs Sub in connection with the Transaction and the UGM -50- Laboratory Transaction, breach ofas applicable, or default in, (ii) any failure of the representations, warranties ADAC or covenants given Sub to perform or made by Buyer comply with any covenant or agreement contained in this Agreement or in any certificate delivered other Transactional Agreement to be complied with by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act them or the 1934 Act (each hereinafter referred failure of ADAC or UGM Labs Sub to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against perform or comply with any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court covenant or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of agreement contained in the representations, warranties or covenants given or made by The Company in this UGM Laboratory Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimother UGM Laboratory Transactional Agreement. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Section 10, Target Shareholder Founders will indemnify and hold harmless The Company Acquirer and the Sellers, their its officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties Acquirer within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred and ), directly or indirectly incurred, resulting from or arising out of of: (a) any inaccuracy, misrepresentation, breach of, of or default in, in connection with any of the representations, warranties or and covenants given or made by Buyer Target in this Agreement or in any certificate certificate, document or instrument delivered by or on behalf of Buyer Target pursuant hereto hereto; (if b) any failure of any such inaccuracyTarget Shareholder Founders to have good, misrepresentationvalid and marketable title to the issued and outstanding Target Stock held by such Target Shareholder Founders, breach free and clear of all liens, claims, pledges, options, adverse claims, assessments or default existed at charges of any nature whatsoever, or to have full right, capacity and authority to vote such Target Stock in favor of the Closing DateMerger and the other transactions contemplated by the Agreement of Merger; or (c) any Excess Transaction Expenses (as defined in Section 11.8). Any claim ; PROVIDED THAT such indemnification obligations of indemnity made by an Indemnified Person under this section must be asserted the Target Shareholder Founders shall include indemnification for any Damages resulting from or related to the matters listed in a writing delivered SCHEDULES 2.7 AND 2.14.3 to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employeesTarget Disclosure Schedule, and each person, if any, who controls or may control those parties within the meaning for purposes of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of determining whether any inaccuracy, misrepresentation, misrepresentation or breach of, of any representation or default in, any warranty in Article 2 of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered shall have occurred. Such representations shall not be deemed qualified by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify Schedules 2.7 and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.2.14.3

Agreement to Indemnify. 10.2.1. Buyer agrees (a) For the Survival Period, each Stockholder agrees, jointly and severally, and to the extent of the limitation set forth in Section 10.3 hereof, to indemnify and hold harmless The Company Cellegy and the Sellers, Vaxis and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Cellegy or Vaxis within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Cellegy Indemnified Person" and collectively as "Cellegy Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Claims and expenses including, without limitation, reasonable including attorneys' fees, fees other professionals' and experts' reasonable fees fees, and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and incurred, paid or accrued (in accordance with U.S. or Canadian GAAP) in connection with or directly or indirectly resulting from or arising out of of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Vaxis or any Stockholder in this Agreement or in the Disclosure Schedule or in any certificate delivered by or on behalf of Buyer Vaxis or any Stockholder pursuant hereto hereto; (if such inaccuracyii) Claims based on fraud, misrepresentationwillful misrepresentation or gross negligence in connection with this Agreement; or (iii) any Damages in connection with the patent interferences, breach oppositions, and infringement or default existed at similar actions, claims or proceedings that may be brought by or against Cellegy or Vaxis relating to the Closing DateVaxis patents and patent applications set forth on Section 10.2 of the Disclosure Schedule (excluding any actions, claims or proceedings brought by Cellegy against Vaxis not relating to this Agreement ("Patent Actions"). . (b) Any claim of indemnity Claim made by an a Cellegy Indemnified Person under this section Section 10.2 must be asserted raised in a writing Notice of Claim delivered to Buyer the Representative (as later defined) by no later than thirty notice the applicable Survival Period and, if raised by such date, such claim shall survive the Survival Period until final resolution thereof. Escrow Funds, other than Escrow Funds having a value equal to the amount of Damages asserted in any Claim which has not been resolved pursuant to the terms hereof prior to the applicable Escrow Release Date, shall be released to the Stockholders on the Escrow Release Date or, in the case of any such withheld Escrow Funds, upon the final resolution of such claimClaim. 10.2.2. (c) The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls amount which any party is or may control those parties within the meaning be required to pay to or on behalf of any other person pursuant to Article X shall be reduced (including retroactively) by (i) any amounts received by a Cellegy Indemnified Person from an insurance carrier or paid and resolved by an insurance carrier on behalf of the 1933 Act or the 1934 Act insured (each hereinafter referred in a manner which shall result in no further liability to individually as an "a Cellegy Indemnified Person" and collectively as ), in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, cost or reserve paid or held by or for the benefit of the insured ("Indemnified PersonsInsurance Proceeds") from and or (ii) other amounts actually recovered by or on behalf of such Cellegy Indemnified Person in reduction of the related Damages. For greater certainty, Cellegy agrees that in any case in which it has been successful, in whole or in part, in the defense of any Patent Action brought by a third party against any and all claimsCellegy or Vaxis, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Cellegy shall take reasonable commercial steps to recover the costs and expenses incurred by Cellegy in connection with such defense (including, without limitationbut not limited to, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred costs). If a Cellegy Indemnified Person shall have received the payment required by this Agreement from an indemnifying party in respect of Damages and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Damages as specified above, then such indemnified person shall pay to as "Damages") incurred and arising out such indemnifying party a sum equal to the amount of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimdouble recovery actually received. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Stockholder will severally, and not jointly, based on each Company Stockholder’s Pro Rata Share, indemnify and hold harmless The Company Acquirer, the Surviving Corporation and the Sellerstheir respective directors, their officers, directors, agents, shareholders representatives, and employees, and each personPerson, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as each, an "“Indemnified Person" and collectively as "” and, collectively, the “Indemnified Persons") ”), from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Liabilities and expenses includingexpenses, without limitation, including reasonable attorneys' ’ fees, other professionals' ’ and experts' ’ reasonable fees fees, and court or arbitration costs (hereinafter collectively referred to as "collectively, “Damages") incurred and ”), directly or indirectly arising out of of, resulting from or in connection with: (i) any inaccuracy, misrepresentation, breach of, misrepresentation or default in, or breach of, any of the representations, representations or warranties or covenants given or made by Buyer Company in this Agreement Agreement, the Company Disclosure Letter or in any certificate delivered by or on behalf of Buyer Company or an officer of Company pursuant hereto hereto, including Special Losses; (if ii) any inaccuracy in the Net Working Capital Certificate or the Spreadsheet; (iii) any default in, or breach of, any of the covenants made by Company in this Agreement or any agreement, certificate or document delivered by or on behalf of Company or an officer of Company pursuant hereto; (iv) any unpaid Transaction Expenses; or (v) any payments paid with respect to Dissenting Shares pursuant to Section 6.3 to the extent that such payments, in the aggregate, exceed the value of all cash otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares. In determining the amount of any Damages in respect of any inaccuracy, misrepresentation, breach misrepresentation or default existed at in, or breach of, any representation, warranty or covenant, any materiality standard or qualification contained in such representation or warranty shall be disregarded. Any indemnification obligation of the Company Stockholders relating to breaches of the representations and warranties of Company contained in Section 3.8 (Taxes) or any default in, or breach of, any of the covenants made by Company in Section 8.19 (Tax Documents) will not take into account any potential value of Tax Attributes of the Company that are carried forward to periods ending after the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The (b) Each Company agrees to Stockholder will indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Persons from and against any and all claimsDamages directly or indirectly incurred, demandspaid or accrued in connection with, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court resulting from or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice failure of such claim. 10.2.3. Sellers agree Company Stockholder to indemnify have good and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered valid title to the Sellers by no later than thirty (30) days notice shares of such claimCompany Voting Stock as set forth in the Spreadsheet.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Securityholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless The Buyer and its Affiliates (including without limitation the Company and the Sellerspost Closing), their officers, directors, agents, representatives, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act successors and assigns (each hereinafter referred to individually as an "“Buyer Indemnified Person" ” and collectively as "“Buyer Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Liabilities and expenses includingexpenses, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable fees ’ fees, costs of investigation and court or arbitration costs costs) (hereinafter collectively referred to as "“Damages") incurred and ”), to the extent directly or indirectly arising out of, resulting from or incurred by a Buyer Indemnified Person in connection with: THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (i) any failure of any inaccuracyrepresentation or warranty made by the Company or the Shareholder in this Agreement, misrepresentationas modified by the Company Disclosure Schedule, breach of, or default in, any to be true and correct as of the representationsAgreement Date and as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the Agreement Date, warranties except in the case of any individual representation and warranty which by its terms speaks only as of a specific date or covenants given or dates) and any failure of any certification made by Buyer in this Agreement or in any the Company pursuant to Section 9.2 to be true and correct as of the date such certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing is delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.Buyer;

Agreement to Indemnify. 10.2.1. Buyer agrees to The Company Stockholders will jointly and severally indemnify and hold harmless The Company Cadence and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties Cadence or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, demonstrable damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "DamagesDAMAGES") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, in (1) any of the representations, representations or warranties or covenants given or made by Buyer of the Company contained in this Agreement (as such may be expressly qualified by the Company Disclosure Letter), or in any certificate delivered by or on behalf of Buyer pursuant hereto the Company in satisfaction of any of the conditions set forth in Article 9, or (2) any of the covenants given or made by the Company in this Agreement (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted ; or (b) any Excess Transaction Expenses (as defined in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing DateSection 12.7). Any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Escrow Agent by no later than thirty (30) days notice of the Escrow Release Date and, if raised by such claimdate, such claim shall survive the Escrow Release Date until final resolution thereof.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Article 12, from and after the Effective Time of the First Merger, each Effective Time Holder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless The Company Acquiror and the Sellers, their its officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquiror within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "“Acquiror Indemnified Person" ” and collectively as "“Acquiror Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable fees ’ fees, costs of investigation and court or arbitration costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (in each case excluding lost profits) (hereinafter collectively referred to as "“Damages") incurred and ”), arising from assessments, claims, demands, assertions of liability, or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative)directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracyrepresentation or warranty made by the Company in this Agreement, misrepresentation, breach of, the Company Disclosure Letter (including all schedules to such letter) or default in, any the Disclosure Letter Update (including all schedules to such update) to be true and correct as of the representationsdate 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 covenants given or dates); (ii) any failure of any certification made by Buyer in this Agreement or the Company in any certificate delivered by or on behalf to Acquiror pursuant Article 10 of Buyer pursuant hereto this Agreement (if other than the Closing Expenses Certificate) to be true and correct as of the date such inaccuracy, misrepresentation, certificate is delivered to Acquiror; (iii) any breach of or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties covenants or covenants given or agreements made by The the Company in this Agreement or Agreement; (iv) any inaccuracies in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claimExpenses Certificate or Spreadsheet; (v) any Indemnifiable Merger Expenses; or (vi) any Dissenting Shares Excess Payments. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. (a) From and after the Closing Date, subject to Section 9.01, Buyer agrees to indemnify shall indemnify, defend and hold harmless The Company Seller and the Sellersany affiliate of Seller and each of Seller's respective directors, their officers, directorsemployees, agents, shareholders agents and employeesrepresentatives, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or heirs, executors, successors and assigns of any of the 1934 Act foregoing (each hereinafter referred to individually as an collectively, "Seller's Indemnified Person" and collectively as "Indemnified PersonsGroup") from and against any and all liability, loss, damage, penalty, fine, claim (including third-party claims, demandswhether or not meritorious), suits, actions, causes of actions, losses, costs, damages, liabilities and expenses cost or expense (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs disbursements) (hereinafter collectively referred to as collectively, "DamagesSeller's Losses") incurred and arising or suffered by Seller's Indemnified Group to the extent Seller's Losses arise out of any inaccuracy, misrepresentation, breach of, or default in, result from (i) the failure of any of the representations, warranties representation or covenants given or warranty made by Buyer in this Agreement herein or in any certificate delivered by or on behalf Ancillary Document to have been true when made and as of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date, (ii) the breach of any covenant or agreement of Buyer contained herein or in any Ancillary Document or (iii) Buyer's or the Company's use of the Corporate Name following the Closing (but with respect to this clause (iii) only for out-of-pocket costs and expenses). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees (b) From and after the Closing Date, subject to indemnify Section 9.01, Seller shall indemnify, defend and hold harmless Buyer and their any affiliate of Buyer and each of Buyer's respective directors, officers, directorsemployees, agents, shareholders agents and employeesrepresentatives, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or heirs, executors, successors and assigns of any of the 1934 Act foregoing (each hereinafter referred to individually as an collectively, "Buyer's Indemnified Person" and collectively as "Indemnified PersonsGroup") from and against any and all liability, loss, damage (including, without limitation, natural resource damages), penalty, fine, claim (including third-party claims, demandswhether or not meritorious), suitscost (including, actionswithout limitation, causes of actionsinvestigation, lossescleanup, costs, damages, liabilities and expenses removal or other response costs relating to Environmental Matters) or expense (including, without limitation, reasonable attorneys' fees', other professionalsconsultants' and experts' reasonable fees and court or arbitration costs disbursements) (hereinafter collectively referred to as collectively, "DamagesLosses") incurred or suffered by Buyer's Indemnified Group to the extent the Losses arise out of, or result from (i) the failure of any representation or warranty made by Seller herein or in any Ancillary Document to have been true when made and as of the Closing Date, (ii) the breach of any covenant or agreement of Seller contained herein or in any Ancillary Document, (iii) any asset, property, right, obligation or liability of the Company arising out of the Subsidiary (or the distribution of the capital stock of the Subsidiary) or any inaccuracydiscontinued operation of or business sold by the Company or the Subsidiary, misrepresentation(iv) the transportation, breach ofdisposal, or default inarranging for the disposal at any offsite location of any Hazardous Substances used, generated or stored by the Company or any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at predecessor thereof prior to the Closing Date, (v) subject to Section 9.04(c). Any claim , the implementation of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act any actions (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' feesin response to any audit by the Massachusetts Department of Environmental Protection) in accordance with the Massachusetts Contingency Plan, other professionals' and experts' reasonable fees and court 310 C.M.R. 40.0000 ("MCP"), necessary to achieve a Response Action Outcome (as defined in the MCP) constituting a Permanent Solution (as defined in the MCP) with respect to any contamination in the soil or arbitration costs groundwater at, on, about, under or within, or which has migrated to or from, the Company's Westfield, Massachusetts Facility (hereinafter collectively referred to as including Real Property thereof) (the "DamagesWestfield Facility") incurred and as of the Closing Date ("Existing Contamination"), including any Existing Contamination which migrates from the Westfield Facility after the Closing Date, or claims brought by third parties relating to any such contamination, to the extent Losses exceed the reserve for such actions reflected on the May 31 Balance Sheet , (vi) any matter relating to or arising out of item 3 in Schedule 2.09, (vii) any inaccuracy, misrepresentation, breach ofseverance obligations of Buyer or the Company arising at any time under Section 7.07 or otherwise with respect to the first individual listed in Schedule 7.07, or default in(viii) the FAS 106 Liability, any but only to the extent such liability exceeds $4,000,000, in which case Seller shall be liable only for the portion of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimliability exceeding $4,000,000.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) Subject to indemnify and the limitations provided in this Article X, each Equityholder shall indemnify, hold harmless The and defend the Buyer and its Affiliates, including, after the Closing, the Company and the Sellers, Newco and their officers, respective directors, agents, shareholders officers and employees, and each person, if any, employees (other than any person who controls or may control those parties within the meaning was a member of the 1933 Act Board of Managers, officer or employee of the 1934 Act Company on or prior to the Closing Date), (each hereinafter referred to individually as an collectively, the "Indemnified Person" and collectively as Buyer Indemnitees"Indemnified Persons") from and against ), in respect of any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs Damages reasonably incurred by any Buyer Indemnitee as a result of: (hereinafter collectively referred to as "Damages"i) incurred and arising out any breach of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by Buyer such Equityholder in this Agreement Article III hereof or in any certificate delivered by pursuant to this Agreement; and (ii) any breach of any covenant, agreement or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice obligation of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company Equityholder contained in this Agreement or any other instrument executed and delivered by such Equityholder pursuant to this Agreement; provided, however, that in the event two or more Equityholders are responsible for any such breach under this clause (ii), each of the responsible Equityholders shall indemnify, hold harmless and defend the Buyer Indemnitees in respect of such Damages pro rata according to the ratio of such Equityholder's Pro Rata Portion set forth in Exhibit C-1 or C-2 to the sum of the Pro Rata Portions of all of such responsible Equityholders. Notwithstanding the foregoing or any other provision contained herein, all liabilities or obligations of the Equityholders pursuant to this Agreement (or any other instrument executed and delivered by two or more Equityholders pursuant to this Agreement) shall be several and not joint and several, and in no event shall any Equityholder have any liability or obligation for the failure of any other Equityholder to perform such other Equityholder's obligations hereunder. (b) Subject to the limitations provided in this Article X, the Equityholders, in their respective Pro Rata Portions, shall, as principal obligors and not as guarantors or sureties, on a several and not joint and several basis, indemnify, hold harmless and defend the Buyer Indemnitees in respect of any and all Damages reasonably incurred by any Buyer Indemnitee as a result of: (i) any breach of any representation or warranty made by the Company in this Agreement; (ii) any breach of any representation or warranty made by the Company or any of the Equityholders to Buyer contained in any certificate delivered by the Company to Buyer pursuant to this Agreement; (iii) any breach of any covenant, agreement or on behalf obligation of The the Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at required to be performed prior to the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco contained in this Agreement or in any certificate other instrument executed and delivered by or on behalf the Company pursuant to this Agreement; (iv) any of the Seller pursuant hereto following: (if such inaccuracyA) any violation of Environmental Law by the Company from January 8, misrepresentation, breach or default existed at 1997 through the Closing Date, (B) any failure by the Company to have obtained, and be in compliance with, all Permits, licenses, and other authorizations under applicable Environmental Law which are required in connection with the business and operation of the Company from January 8, 1997 through the Closing Date, (C) any Release of any Hazardous Substance on, in, under or from any Real Property, or any other property owned, leased, occupied or operated by the Company, from January 8, 1997 through the Closing Date, (D) any Liabilities arising under Environmental Law as a result of the Company's conduct or operations from January 8, 1997 through the Closing Date, and (E) any breach of any representation or warranty set forth in Section 4.11, or any of the matters described in Sections 4.11(a), 4.11(b), 4.11(c), 4.11(d) or 4.11(e) of the Disclosure Schedule (paragraphs (A) - (E) are collectively referred to herein as "Environmental Indemnity Claims"). Any claim For purposes of indemnity this Section 10.1(b)(iv), the term "Environmental Law" shall include the definition in Section 1.1, and shall also include common law relating to the environment, workplace exposure or worker exposure, or any Hazardous Substance, including the use, handling or disposal or Release of any Hazardous Substance. Buyer hereby releases the Company, the Equityholders and any other Equityholder Indemnitees, and the Company hereby releases the Equityholders and any other Equityholder Indemnitees from any and all claims of every nature and kind whatsoever based on any actual or alleged Release of any Hazardous Substance prior to January 8, 1997, any violation of Environmental Laws prior to January 8, 1997 or any failure of the Company to have obtained, or be in compliance with, all Permits, licenses, and other authorizations under applicable Environmental Law which were required in connection with the business and operations of the Company prior to January 8, 1997, except to the extent that such claims are made by an Indemnified Person under this section must Agreement and arise from a breach of any representation or warranty of the Company contained in Article IV of this Agreement. Such release shall be asserted deemed to release all claims which are described in a writing delivered to the Sellers by no later than thirty (30) days notice immediately preceding sentence, known or unknown, suspected or unsuspected. In connection with such release, Buyer hereby expressly waives any rights under Section 1542 of such claim.the California Civil Code, which reads in full as follows:

Agreement to Indemnify. 10.2.1. Buyer agrees to indemnify Acquiror and hold harmless The Company and the Sellers, their its officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquiror within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "Indemnified PersonACQUIROR INDEMNIFIED PERSON" and collectively as "Indemnified PersonsACQUIROR INDEMNIFIED PERSONS") shall be indemnified and held harmless from and against any and all claimslosses, demands, suits, actions, causes of actions, lossesreductions in value, costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' fees, other professionals' and experts' reasonable fees fees, costs of investigation and court or arbitration costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as "DamagesDAMAGES") incurred and ), arising out of any inaccuracyfrom assessments, misrepresentationtaxes, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suitsassertions of liability, or actual or threatened actions, causes of actionssuits or proceedings (whether civil, lossescriminal, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court administrative or arbitration costs (hereinafter collectively referred to as "Damages"investigative) incurred and directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by The the Company in this Agreement or the Company Disclosure Letter (including the schedules thereto) 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, 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 certificate delivered by or on behalf to Acquiror pursuant to any provision of The Company pursuant hereto this Agreement (if other than the Closing Financial Certificate) to be true and correct as of the date such inaccuracy, misrepresentation, certificate is delivered to Acquiror; (iii) any breach of or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties covenants or covenants given or agreements made by Newco the Company in this Agreement or the Company Disclosure Letter (including the schedules thereto); (iv) any inaccuracies in any certificate delivered by the Spreadsheet or on behalf in the draft Closing Financial Certificate resulting in the excess of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at Company Closing Assets over Company Closing Liabilities as set forth in the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must Financial Certificate to be asserted in a writing delivered to the Sellers by no later less than thirty $6,600,000; (30v) days notice of such claimany Indemnifiable Merger Expenses; or (vi) any Dissenting Shares Excess Payments.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Each Company Holder will severally, and not jointly, based on each Company Holder’s Pro Rata Share and in accordance with the provisions of this Article 11, indemnify and hold harmless The each Indemnified Person (as defined below) from and against any and all Damages (as defined below) directly or indirectly incurred, paid or accrued by an Indemnified Person in connection with or resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Company in this Agreement, the Company Disclosure Letter or in any Company Ancillary Agreement or in any certificate delivered by or on behalf of Company hereunder at or prior to the Closing Date, (ii) any payments paid with respect to Dissenting Shares pursuant to Section 7.3 to the extent that such payments, in the aggregate, exceed the value of all cash and shares of Acquirer Common Stock (valued at the SellersAcquirer Share Price) otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares, (iii) any Company Expenses (to the extent not previously deducted to compute the Aggregate Consideration Amount) or (iv) any Excess Executive Bonuses (to the extent not previously deducted to compute the Aggregate Consideration Amount). For purposes of this Agreement, each of Acquirer, the Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each personPerson, if any, who controls or may control those parties Acquirer or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (shall each hereinafter referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons") from and against ”. For purposes of this Agreement, “Damages” shall mean any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities Liabilities and expenses includingexpenses, without limitation, including reasonable attorneys' ’ fees, other professionals' ’ and experts' ’ reasonable fees fees, and court or arbitration costs of any Indemnified Person incurred pursuant to the first sentence of this Section 11.2(a). Notwithstanding the foregoing, consequential damages and losses or damages arising from lost profits or diminution in value shall only be considered “Damages” to the extent that such consequential damages or losses or damages arising from lost profits or diminution in value relate to Claims arising from events which cause Acquirer or the Surviving Entity to suspend or terminate conducting business in a Company business line (hereinafter collectively referred i.e., Xxxxxx or Cliqbook) for 30 days or more, where, for such purposes, suspension or termination of business for 50% or more of a business line (i.e., Xxxxxx or Cliqbook) shall be considered suspension or termination of such business line; provided, that consequential damages or losses or damages arising from lost profits or diminution in value during the initial 30-day period shall be “Damages” that are subject to as "indemnification. For purposes of clarity, irrespective of the foregoing sentence, third party consequential damages for which Acquirer or the Surviving Entity are or become liable shall be considered “Damages"” for purposes of this Article 11. (b) incurred Each Company Stockholder will severally, and not jointly, indemnify and hold harmless the Indemnified Persons from and against any and all Damages directly or indirectly incurred, paid or accrued in connection with or resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer such Company Stockholder in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimCompany Stockholder’s Investment Representation Letter. 10.2.2. The (c) Each Company agrees to Stockholder will severally, and not jointly, indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Persons from and against any and all claimsDamages directly or indirectly incurred, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court paid or arbitration costs (hereinafter collectively referred to as "Damages") incurred accrued in connection with or resulting from or and arising out of any inaccuracy, misrepresentation, breach of, or default in, any the matters disclosed in the first paragraph of Schedule 3.6 of the representationsCompany Disclosure Letter (each, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Datea “Special Escrow Claim”). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) Subject to the limitations set forth in this Article VIII, the Seller shall indemnify and hold harmless The Company the Purchaser and the Sellersits directors, their officers, directors, agents, representatives, shareholders and employees, employees and each personPerson, if any, who controls or may control those parties the Purchaser within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter of the foregoing being referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costsLiabilities, damages, liabilities costs and expenses includingexpenses, without limitation, reasonable attorneys' fees, other professionals' including costs of investigation and experts' defense and reasonable fees and court expenses of lawyers, experts and other professionals (collectively, “Indemnifiable Damages”) directly or arbitration costs (hereinafter collectively referred indirectly, whether or not asserted or imposed by third parties, including but not limited to as "Damages") incurred and Governmental Entities or instrumentalities, arising out of, resulting from or relating to (i) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by Buyer the Seller in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter) to be true and correct as of the date of this Agreement and 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, which representations and warranties shall be true and correct as of such date), (ii) any failure of any certification, representation or warranty made by the Seller in any certificate delivered by or on behalf to the Purchaser pursuant to any provision of Buyer pursuant hereto this Agreement to be true and correct as of the date such certificate is delivered to the Purchaser, (if such inaccuracy, misrepresentation, iii) any breach of or default existed at in connection with any of the Closing Date). Any claim of indemnity covenants or agreements made by an Indemnified Person under the Seller in this section must be asserted in a writing Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter), (iv) any and all Employee Liabilities, (v) any Taxes of the Seller and any sales, use or other Taxes imposed on the sale of the Acquired Assets to the Purchaser hereunder, (vi) any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby, (vii) any Excluded Liabilities, and (viii) any inaccuracies of the certifications delivered by the Seller to Buyer by no later than thirty notice of such claimthe Purchaser pursuant to Sections 2.6(h) and 2.6(i). 10.2.2. The Company agrees (b) Subject to the limitations set forth in this Article VIII, the Purchaser shall indemnify and hold harmless Buyer the Seller and their its directors, officers, directors, agents, representatives, shareholders and employees, employees and each personPerson, if any, who controls or may control those parties the Seller within the meaning of the 1933 Securities Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costsLiabilities, damages, liabilities costs and expenses includingexpenses, without limitation, reasonable attorneys' fees, other professionals' including costs of investigation and experts' defense and reasonable fees and court expenses of lawyers, experts and other professionals directly or arbitration costs (hereinafter collectively referred indirectly, whether or not asserted or imposed by third parties, including but not limited to as "Damages") incurred and Governmental Entities or instrumentalities, arising out of, resulting from or relating to (a) any failure of any inaccuracy, misrepresentation, breach of, representation or default in, any of the representations, warranties or covenants given or warranty made by The Company the Purchaser in this Agreement to be true and correct as of the date of this Agreement and 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, which representations and warranties shall be true and correct as of such date), (b) any failure of any certification, representation or warranty made by the Purchaser in any certificate delivered by or on behalf to the Seller pursuant to any provision of The Company pursuant hereto this Agreement to be true and correct as of the date such certificate is delivered to the Seller, and (if such inaccuracy, misrepresentation, c) any breach of or default existed at in connection with any of the Closing Date)covenants or agreements made by the Seller in this Agreement. Any claim of indemnity made by an Indemnified Person Seller under this section must Section 8.3(b) shall be asserted made in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning Purchaser promptly after the Seller becomes aware of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out existence of any inaccuracy, misrepresentation, breach of, or default in, any such potential claim. The provisions of the representations, warranties or covenants given or made by Newco in Sections 8.4 through 8.9 shall apply to indemnification pursuant to this Agreement or in any certificate delivered by or on behalf of Section 8.3(b) as if the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at were the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered Purchaser and the Purchaser were the Seller to the Sellers by no later than thirty (30) days notice of such claimextent applicable.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Article X and except as set forth in Section 10.2, each Shareholder, severally and Pro Rata (as hereinafter defined), will indemnify and hold harmless The Company HCCH and the Sellers, their its respective officers, directors, agents, shareholders agents and employees, and each person, if any, who controls or may control those parties HCCH within the meaning of the 1933 Act or the 1934 Securities Act (each hereinafter in this Section 10.1 and in Section 10.2 below referred to individually as an a "Southern/ACA Indemnified Person" and collectively as the "Southern/ACA Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actionsaction, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' legal fees, other professionals' net of any recoveries under insurance policies, recoveries from third parties, and experts' reasonable fees and court or arbitration costs tax savings known to the Southern/ACA Indemnified Persons at the time of making of claims hereunder (hereinafter collectively hereafter in this Section 10.1 referred to as "HCCH Damages") incurred and ), arising out of any inaccuracy, misrepresentation, misrepresentation or breach of, of or default in, under any of the representations, warranties warranties, covenants or covenants agreements given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate exhibit delivered by or on behalf of the Seller Companies or any of the Shareholders pursuant hereto hereto. "Pro Rata" for purposes of this Article X with respect to each Shareholder shall mean the proportion that such Shareholder's holdings of the Companies Common Stock as of immediately prior to the Closing bears to the total shares of the Companies Common Stock held by all Shareholders as of immediately prior to the Closing. The indemnification provided for in this Section 10.1 will not apply unless and until the aggregate HCCH Damages for which one or more Southern/ACA Indemnified Persons seeks indemnification exceeds $50,000 in the aggregate, in which event the indemnification provided for will include all HCCH Damages (if a franchise deductible) up to the Maximum Shareholder Liability (as hereinafter defined). The Southern/ACA Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such Southern/ACA Indemnified Persons are not entitled to consequential, special, or other speculative or punitive categories of damages. In seeking indemnification for HCCH Damages under this Section 10.1 following the Closing, the Southern/ACA Indemnified Persons' remedy will be limited to receiving up to that number of shares of HCCH Common Stock determined by dividing (a) the amount of the HCCH Damages by (b) the closing sale price of HCCH's Common Stock on the New York Stock Exchange on the Closing Date (the "Closing Date Price"), provided, however, that irrespective as to the number of claims asserted by the Southern/ACA Indemnified Persons and the amount of the HCCH Damages for which indemnification is sought, any such inaccuracyShareholder, misrepresentationin the aggregate, breach or default existed shall under no circumstances be required to make indemnification payments beyond the Closing Date Price multiplied by the number of shares of HCCH Common Stock received by such Shareholder at the time of Closing Date(the "Maximum Shareholder Liability"). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.Notwithstanding

Agreement to Indemnify. 10.2.1. Buyer agrees to The Seller shall hold harmless, indemnify and hold harmless The Company ---------------------- defend the Purchaser, its affiliates, successors and the Sellersassigns, their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all obligations, claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred other legal expenses and arising out of other charges, but specifically excluding any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses related or connected to, in any way, the payment of obligations pursuant to Section 5.03 of the Management Agreement) (i) arising out of the breach by the Company of its representations and warranties under the Original Agreement or (ii) brought by Crestline and any of its affiliates, and any pre-Closing managers and officers of the Company, against the Company to the extent relating to the period prior to the Closing. The Seller hereby assumes the indemnity agreements made by the Company in Section 11.3 of the Original Agreement (which is unaffected by this Agreement) and the Purchaser agrees that the indemnification agreements made by it for the benefit of the Company in that Section 11.3 shall instead be for the benefit of the Seller. The Seller's indemnity obligations hereunder shall be primary obligations of the Seller, and the Purchaser may proceed immediately against the Seller without being required to bring any proceeding or take any action against the Company. In addition, and notwithstanding any provisions of this Agreement to the contrary, (i) the Seller shall hold harmless, indemnify and defend the Purchaser, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts, obligations and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred other legal expenses and arising out of other charges, but specifically excluding any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses related or connected to, in any way, to the payment obligations pursuant to Section 5.03 of the Management Agreement) connected with the Interests and relating to the period during which the Seller (or its affiliates) owned the Interests; and (ii) the Purchaser shall hold harmless, indemnify and defend the Seller, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts obligations and expenses (including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages"other charges) incurred connected with the Interests and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered relating to the Sellers by no later than thirty period during which the Purchaser (30or its affiliates) days notice of such claimowns the Interests. The foregoing indemnities shall survive the Closing.

Agreement to Indemnify. 10.2.1. Buyer agrees to The Webshots Shareholders will severally, ---------------------- and not jointly, on a pro rata basis based on their respective percentage ownership interests in the Webshots Common Stock set forth beside their names on Exhibit A, indemnify and hold harmless The Company At Home and the Sellers, Surviving Corporation and --------- their respective officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties At Home or the Surviving Corporation within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Webshots in this Agreement or in the Webshots Disclosure Letter or in any certificate delivered by or on behalf of Buyer Webshots or an officer of Webshots pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim ; (b) any Excess Transaction Expenses (as defined in Section 14.7) or (c) any failure of indemnity made by an Indemnified Person under this section must be asserted in a writing Webshots, with respect to stock-based consideration delivered to Buyer by no later than thirty notice any of such claim. 10.2.2the Webshots Shareholders in exchange for services rendered, to have withheld and deposited, or otherwise paid, to the appropriate tax authorities in calendar year 1999, all taxes (including but not limited to federal and state income taxes, FICA, Medicare, FUTA and other taxes) required to be withheld and deposited, or otherwise paid, in 1999 (a "Withholding Failure"). The Company agrees to Each Webshots Shareholder will indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Persons from and against any and all claimsDamages directly or indirectly incurred, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court resulting or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company such Webshots Shareholder in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto Article 4 (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date)) or (ii) any breach of any covenant of such Webshots Shareholder set forth in Section 14.2. Any Except with respect to claims arising from Special Damages (as defined below) and claims arising from a Withholding Failure, which may be raised after the Release Date, any claim of indemnity made by an Indemnified Person under this section Section 12.2 must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted raised in a writing delivered to the Sellers Representative (as defined below) by no later than thirty (30) days notice of the Release Date, and, if raised by such claimdate, such claim shall survive the Release Date until final resolution thereof.

Agreement to Indemnify. 10.2.1. Buyer agrees Subject to the limitations set forth in this Article 12, from and after the Effective Time of the First Merger, each Effective Time Holder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless The Company Acquiror and the Sellers, their its officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Acquiror within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an "“Acquiror Indemnified Person" ” and collectively as "“Acquiror Indemnified Persons"”) from and against any and all claimslosses, demands, suits, actions, causes of actions, lossesreductions in value, costs, damages, liabilities Liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable fees ’ fees, costs of investigation and court or arbitration costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as "“Damages"”), arising from assessments, taxes, claims, demands, assertions of liability, or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) incurred and directly or indirectly arising out of, resulting from or in connection with: (i) any failure of any inaccuracyrepresentation or warranty made by the Company in this Agreement, misrepresentation, breach of, or default inthe Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and correct as of the representationsdate 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 covenants given dates); (ii) any failure of any certification, representation or warranty made by Buyer in this Agreement or the Company in any certificate delivered by or on behalf to Acquiror pursuant to any provision of Buyer pursuant hereto this Agreement (if other than the Dividend Amount Certificate) to be true and correct as of the date such inaccuracy, misrepresentation, certificate is delivered to Acquiror; (iii) any breach of or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, connection with any of the representations, warranties covenants or covenants given or agreements made by The the Company in this Agreement the Company Disclosure Letter, any Company Ancillary Agreement or in any certificate delivered by exhibit or on behalf of The Company pursuant hereto schedule to this Agreement; (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning iv) any of the 1933 Act matters set forth on Company Disclosure Letter that constitutes an exception to Section 4.6 (Litigation); (v) any inaccuracies in the Dividend Amount Certificate or Spreadsheet; (vi) any Indemnifiable Merger Expenses and any Closing Bookings Shortfall Amount; (vii) any Dissenting Shares Excess Payments, (viii) any breaches of the 1934 Act representations set forth in the Audited Financial Statements Certification; (each hereinafter referred ix) any Audit Differential Amount (to individually as an "Indemnified Person" and collectively as "Indemnified Persons"the extent not deducted from the Aggregate Stockholder Payments); (x) from and against any and all claimsamounts, demandsrefunds, suitspenalties, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of or relating to the matters set forth on Schedule 4.12(a)-2 to the Company Disclosure Letter; (xi) any inaccuracyactual or alleged infringement or misappropriation of any third party Intellectual Property Rights, misrepresentationprovided that a (A) the claim, demand, assertion of liability, action, suit or proceeding alleging such infringement or misappropriation (“Escrow IP Litigation”) is first made or brought by an unrelated third party against the Acquiror, the Company or the Surviving Entity between the Effective Time of the First Merger and the eighteen-month anniversary of the Effective Time of the First Merger and (B) the third party seeks or obtains (by way of court order, judgment or decree or settlement agreement) either injunctive relief or monetary damages relating to any Company Product or Service or any Company IP Rights (provided that Acquiror will not enter into any such settlement agreement without the consent of the Representative, which will not unreasonably be withheld) (and for the avoidance of doubt, the indemnity provided in this clause (xi) shall apply irrespective of any disclosures in the Company Disclosure Letter and whether or not the Company had knowledge of such potential claim, demand, assertion of liability, action, suit or proceeding or of any basis therefor) (such events, the “Escrow Litigation Events”); or (xii) fraud, willful breach ofor intentional misrepresentation by the Company or any Company Representative; provided, however, that the Acquiror Indemnified Persons shall not assert claims for Damages with respect to any matter pursuant to this Section 12.1 to the extent it would result in a collection of more than 100% of the applicable Damages. In determining the amount of any Damages in respect of the failure of any representation or default inwarranty to be true and correct as of any particular date, any of the representations, warranties materiality standard contained in such representation or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must warranty shall be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimdisregarded.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) Subject to the limitations set forth in Section 11.3 below, the Shareholders agree to indemnify and hold harmless The Company NetSelect and the Sellers, their its officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties NetSelect within the meaning of the 1933 Act or the 1934 Act (each hereinafter such persons, together with persons entitled to indemnity under paragraph (b) below, as applicable in context, referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and reasonable expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of (i) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer MSS and/or the Shareholders in this Agreement or in the MSS Schedule of Exceptions or in any certificate delivered by or on behalf of Buyer MSS pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date) or (ii) the facts described in the third paragraph of the MSS Schedule of Exceptions ("Exceptions to Section 3.10") or the fourth paragraph of the MSS -------------------------- Schedule of Exceptions ("Exceptions to Section 3.17"). Any claim of indemnity -------------------------- made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimthe Release Date. 10.2.2. The Company (b) NetSelect agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") Shareholders from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") Damages incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company NetSelect in this Agreement or in any certificate delivered by or on behalf of The Company NetSelect pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim , provided, however, that no payment pursuant to this Section 11.2(b) shall be made without the prior written consent of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or Shareholders if such payment could result in the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any failure of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf Merger and the transactions contemplated hereby to constitute a tax-free Reorganization under the provisions of 368(a) of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claimCode.

Agreement to Indemnify. 10.2.1. Buyer agrees (a) The Velogic Shareholders will severally, but not jointly, on a pro rata basis based upon their respective ownership interests in Velogic Common Stock set forth besides their names on Schedule 3.4.1 (a) to the Velogic ----------------- Disclosure Letter, indemnify and hold harmless The Company harmless, Keynote and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives, stockholders and employees, and each person, if any, who controls or may control those parties Keynote or the Surviving Corporation within the meaning of the 1933 Securities Act or the 1934 Exchange Act (each hereinafter referred to individually as an a "Keynote Indemnified Person" and collectively as "Keynote Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred directly or indirectly incurred, resulting or and arising out of of: (a) any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Velogic in this Agreement or in the Velogic Disclosure Letter or in any certificate delivered by or on behalf of Buyer Velogic or an officer of Velogic pursuant hereto hereto; or (if such inaccuracy, misrepresentation, breach or default existed at the Closing Dateb) any Excess Transaction Expenses (as defined in Section 13.7). Any Except with respect to claims arising from Shareholder Damages, which may be raised after the Release Date, any claim of indemnity made by an Keynote Indemnified Person under this section Section 11.2(a) must be asserted raised in a writing Notice of Claim (as defined in Section 11.5) delivered to Buyer the Representative (as defined below) by no later than thirty notice the Release Date and, if raised by such date, such claim shall survive the Release Date until final resolution thereof. Escrow Shares, other than Escrow Shares having a value (calculated pursuant to Section 11.3(a)) equal to the amount of Damages asserted in any Claim (as defined in Section 11.5) which has not been resolved pursuant to the terms hereof prior to the Release Date, shall be released to the Velogic Shareholders on the Release Date or, in the case of any such withheld shares, upon the resolution of such claimClaim(s). 10.2.2. The Company agrees to (b) Each Velogic Shareholder will severally (and not jointly) indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Keynote Indemnified Person" and collectively as "Indemnified Persons") Persons from and against all Damages incurred or suffered by any and all claimssuch persons resulting or arising from, demands, suits, actions, causes by reason of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs in connection with (hereinafter collectively referred to as "Damages"i) incurred and arising out any misrepresentation or breach of any inaccuracy, misrepresentation, breach of, or default in, in connection with any of the representations, warranties warranties, covenants or covenants agreements given or made by such Velogic Shareholder in the Investment Representation Letter executed by such Velogic Shareholder pursuant to this Agreement or, (ii) the failure of such Velogic Shareholder to have good, valid and marketable title to the issued and outstanding Velogic Common Stock or Velogic Preferred Stock held by such shareholder, free and clear of all Encumbrances, or to have full right, capacity and authority to vote such Velogic Common Stock in favor of the Merger and the other transactions contemplated by this Agreement (collectively "Shareholder Damages"). (c) The Company Velogic Shareholders will severally, but not jointly, on a pro rata basis based upon their respective ownership interests in Velogic Common Stock set forth besides (a) to the Velogic Disclosure Letter, indemnify and ----------------- hold harmless Keynote Indemnified Persons from and against all Damages incurred or suffered by any such persons resulting or arising from, by reasons of or in connection with any fraudulent conduct or fraudulent misrepresentation made by Velogic in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto Velogic Ancillary Agreement (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Special Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice of such claim.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) From and after the Effective Time, each shareholder of the Company will severally, and not jointly, based on such shareholder’s Pro Rata Interest (as defined below), indemnify and hold harmless The Company Parent and the Sellers, Surviving Corporation and their respective officers, directors, agents, shareholders representatives and employees, and each personPerson, if any, who controls or may control those parties Parent within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable legal fees and court or arbitration costs (hereinafter collectively referred to as "“Damages"”) incurred and actually incurred, paid or accrued in connection with or resulting from or arising out of: (i) Any misrepresentation or breach of any inaccuracy, misrepresentation, breach of, or default in, in connection with any of the representations, warranties or and covenants given or made by Buyer the Company in this Agreement Agreement, in the Disclosure Letter, or in any certificate certificate, document or instrument delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach the Company or default existed an officer of the Company which is expressly required to be delivered by this Agreement or which is delivered at the Closing DateClosing; (ii) Any failure of such respective shareholder of the Company to have good, valid and marketable title to the issued and outstanding capital stock of the Company held by such shareholder, free and clear of all Encumbrances, or to have full right and authority to vote such capital stock of the Company on the Merger and the other transactions contemplated by this Agreement (“Title Damages”); (iii) Any Excess Transaction Expenses (as defined in Section 12.8); or (iv) The manufacture, use, sale or offer to sell, incorporation, copying, licensing or distribution of any of the Company’s products or methods (as such products and methods are constituted at the Effective Time and all prior versions thereof), without a valid license from Trust Licensing, of any Intellectual Property owned by, under obligation of assignment to, or filed in the name of Trust Licensing, including without limitation any damages related to a claim that any past or present manufacture use, sale or offer to sell, incorporation, copying, licensing or distribution of any of the Company’s products or methods (as such products and methods are constituted at the Effective Time and all prior versions thereof) infringed any Intellectual Property of Trust Licensing (“Trust Damages”). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against Trust Damages shall include without limitation any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' legal fees, related to that certain Civil Action No. 03-20672 in the United States District Court for the Southern District of Florida, entitled Trust Licensing, LLC and Xxxxx Xxxxxxxxxx v. InterActual Technologies, Inc. and any amended complaint thereof or any counterclaim or other professionals' action brought by the Company against Trust Licensing (collectively, the “Trust Litigation”) not otherwise accrued for or reserved against on the Company Balance Sheet, including without limitation any settlement payments, royalty payments or legal fees or costs related to the Trust Litigation incurred after the date of the Company Balance Sheet. Notwithstanding the foregoing, Trust Damages shall exclude any amounts paid or agreed to be paid under the Trust Settlement Agreement and experts' reasonable any legal fees and court costs related to the Trust Litigation listed on the Trust Settlement Certificate (the “Trust Settlement Expenses”) and shall also exclude amounts accrued for or arbitration costs reserved against on the Company Balance Sheet and any legal fees related to the Trust Litigation paid prior to the date of the Company Balance Sheet. For purposes of this Section 11.2, any Damages relating to fraud, or intentional misrepresentation by the Company or any director or officer of the Company (hereinafter collectively acting in their official capacity as such) together with any Damages related to breaches of the representations and warranties of the Company contained in Section 3.3 (Capitalization) are collectively, referred to herein as "“Special Damages".” (b) incurred Any Damages for which an Indemnified Person shall be entitled to indemnification pursuant to this Agreement will be immediately payable to the benefit of such Indemnified Person by the reduction of the Holdback Amount by Parent by an amount equal to such Damages to the extent that the amount of such Damages does not exceed the Holdback Amount (after giving effect to any previous reduction thereof). Except as otherwise provided in paragraph (c) below with respect to Title Damages and arising out Special Damages, any reduction of the Holdback Amount shall be allocated among the shareholders of the Company as a group pro rata according to the initial amount of each such Shareholder’s Holdback Contribution relative to the aggregate initial Holdback Amount (the “Pro Rata Interest”). In addition, except in the case of any inaccuracySpecial Damages and Title Damages as set forth below in paragraph (c) below, misrepresentation, breach of, or default in, any (i) no shareholder of the representations, warranties or covenants given or made by The Company in this Agreement or in shall have any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by Liability to an Indemnified Person under this section must be asserted in a writing delivered Agreement except to Buyer notice the extent of such claimShareholder’s Holdback Contribution and (ii) the remedies set forth in this Section 11.2 shall be the exclusive remedies of Parent and the other Indemnified Persons hereunder against any shareholder of the Company. To the extent that any Damages exceed the remaining Holdback Amount, no Holdback Amount will be paid to the shareholders of the Company, and the Indemnified Persons shall be entitled to the full benefit of the amount of the Holdback Amount and, in the case of any Title Damages or Special Damages, the additional indemnification as set forth in paragraph (c) below. 10.2.3. Sellers agree (c) (i) With respect to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning any reduction of the 1933 Act or Holdback Amount for any Title Damages, such reduction shall first be applied entirely against the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any Shareholder’s Holdback Contribution of the representationsrelevant shareholder to whom such Title Damages specifically relate. In the event that such Title Damages exceed such respective Shareholder’s Holdback Contribution, warranties or covenants given or made by Newco the relevant shareholder to whom such Title Damages relate shall indemnify the Indemnified Persons for any remaining such Title Damages in this Agreement or excess of such Shareholder’s Holdback Contribution that had been remaining, subject to the limitations in any certificate delivered by or on behalf subparagraph (iii) below. No other reduction of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered Holdback Amount relative to the Sellers by no later than thirty (30) days notice of other shareholders shall be required with respect to such claimTitle Damages relating to such respective shareholder.

Agreement to Indemnify. 10.2.1. Buyer agrees to (a) Seller shall indemnify and hold harmless The Company Purchaser and the Sellers, their its officers, directors, agents, shareholders and employees, agents and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act representatives (each hereinafter referred to individually as an "“Purchaser Indemnified Person" ” and collectively as "“Purchaser Indemnified Persons"”) from and against any and all liabilities, claims, deficiencies, demands, judgments, damages (including diminution in value), Taxes, interest, fines, penalties, suits, actions, causes of actionsassessments and awards, losses, costs, damages, liabilities and expenses including, without limitation, (including reasonable attorneys' ’ fees, other professionals' ’ and experts' reasonable ’ fees, costs of investigation and court costs (including such fees and court or arbitration costs incurred in connection with enforcing the provisions of this Article 10)) (hereinafter collectively referred to as "“Damages"”) incurred and arising out of or resulting from the following (the “Seller Indemnifiable Matters”): (i) any inaccuracyfailure of any representation or warranty made by the Company in this Agreement, misrepresentation, breach of, the Disclosure Schedule or default in, any of the representations, warranties or covenants given certificate contemplated by Section 8.2(a) or made by Buyer Seller in this Agreement and the certificate contemplated by Section 8.2(b) 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 in any certificate delivered by the Disclosure Schedule only) and as of the Closing Date (as though such representation or on behalf warranty were made as of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at 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). Any claim ; (ii) any breach of indemnity or default in connection with any of the covenants or agreements made by an Indemnified Person the Company and Seller in this Agreement to be performed; (iii) any fraud by the Company or Seller under this section must be asserted in a writing delivered to Buyer by no later than thirty notice of such claimAgreement; or (iv) any Excluded Liabilities. 10.2.2. The Company agrees to (b) Purchaser shall indemnify and hold harmless Buyer Seller and their its officers, directors, agents, shareholders and employees, agents and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act representatives (each hereinafter referred to individually as an "a “Seller Indemnified Person" ” and collectively as "“Seller Indemnified Persons"”) from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and Damages arising out of or resulting from the following (the “Purchaser Indemnifiable Matters”): (i) any inaccuracy, misrepresentation, breach of, failure of any representation or default in, any of the representations, warranties or covenants given or warranty made by The Company Purchaser in this Agreement or the certificate contemplated by Section 8.3(a) to be true and correct as of the date of this Agreement (in the case of any certificate delivered by such representation or on behalf warranty contained in this Agreement only) and as of The Company pursuant hereto the Closing Date (if as though such inaccuracy, misrepresentation, breach representation or default existed at warranty were made as of the Closing Date). Any claim , except in the case of indemnity made representations and warranties which by an Indemnified Person under this section must their terms speak only as of a specific date or dates, in which case such representations and warranties shall be asserted in a writing delivered to Buyer notice true and correct on and as of such claim.specified date or dates); 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning (ii) any breach of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, in connection with any of the representations, warranties covenants or covenants given or agreements made by Newco Purchaser in this Agreement or in Agreement; (iii) any certificate delivered fraud by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person Purchaser under this section must be asserted in a writing delivered to the Sellers by no later than thirty Agreement; or (30iv) days notice of such claimany Assumed Liabilities.

Agreement to Indemnify. 10.2.1. Buyer agrees Following the Closing and subject to indemnify the limitations set forth herein, (a) Seller shall indemnify, defend and hold harmless The Company Parent, Buyer and the Sellerstheir respective Affiliates, their officers, directors, agents, shareholders and employees, representatives and each personagents (“Purchaser Indemnitees” and, if anysingularly, who controls or may control those parties within the meaning a “Purchaser Indemnitee”) against and in respect of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claimsDamages, demands, suits, actions, causes by reason of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and otherwise arising out of: (i) any Excluded Liability; (ii) any Net Working Capital shortfall determined pursuant to Section 2.06; (iii) any Seller Warranty Liabilities; or (iv) any breach by Seller of any inaccuracya representation, misrepresentation, breach of, warranty or default in, any of the representations, warranties or covenants given or made by Buyer covenant contained in this Agreement or Agreement; provided, that, the Purchaser Indemnitees will not be entitled to indemnification pursuant to this Section 9.01(a) unless the aggregate amount of all Damages for which indemnification is sought by the Purchaser Indemnitees exceeds $127,500 (the “Purchaser Indemnification Basket”), in any certificate delivered by or on behalf of Buyer pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at which case the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must Purchaser Indemnitees will be asserted in a writing delivered entitled to Buyer by no later than thirty notice indemnification for the full amount of such claimDamages; provided, further, that the Purchaser Indemnification Basket shall not apply to any claim for indemnification based on (A) items (i), (ii) or (iii) above or (B) item (iv) above to the extent such claim relates to a breach by Seller under Section 3.05, 3.09, 3.12 or 3.25 (such claims collectively, the “Seller Carved-Out Liabilities”). 10.2.2. The Company agrees to indemnify (b) Parent shall indemnify, defend and hold harmless Buyer Seller and their its Affiliates, officers, directors, agents, shareholders and employees, representatives and each person, if any, who controls or may control those parties within agents (the meaning “Seller Indemnitees”) against and in respect of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes Damages by reason of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and otherwise arising out of: (i) any Assumed Liability; (ii) Seller’s efforts to enforce, for the account and benefit of any inaccuracyBuyer, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes rights of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court Seller under the Assigned Contracts set forth on Schedule 3.04(c); or (iii) any breach by Parent or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out Buyer of any inaccuracyrepresentation, misrepresentation, breach of, warranty or default in, any of the representations, warranties or covenants given or made by Newco covenant contained in this Agreement or in any certificate delivered by or on behalf of Agreement; provided, that, the Seller Indemnitees will not be entitled to indemnification pursuant hereto to this Section 9.01(b) unless the aggregate amount of all Damages for which indemnification is sought by the Seller Indemnities exceeds $127,500 (if the “Seller Indemnification Basket”), in which case the Seller Indemnitees will be entitled to indemnification for the full amount of such inaccuracyDamages; provided, misrepresentationfurther, breach that the Seller Indemnification Basket will not apply to any claim for indemnification based on (A) items (i) or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered (ii) above or (B) item (iii) above to the Sellers extent such claim relates to a breach by no later than thirty Buyer or Parent under Section 6.09 (30) days notice of such claimthe “Buyer Carved-Out Liabilities”).

Agreement to Indemnify. 10.2.1. Buyer (a) Subject to the limitations set forth in ---------------------- Section 11.3 below, the Enterprise Shareholder agrees to indemnify and hold harmless The Company NetSelect and the Sellers, their its officers, directors, agents, shareholders stockholders and employees, and each person, if any, who controls or may control those parties NetSelect within the meaning of the 1933 Act or the 1934 Act (each hereinafter such persons, together with persons entitled to indemnity under paragraph (b) below, as applicable in context, referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Buyer Enterprise and/or the Enterprise Shareholder in this Agreement or in the Enterprise Schedule of Exceptions or in any certificate delivered by or on behalf of Buyer Enterprise pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made Damages asserted by an Indemnified Person under this section must shall be asserted in a writing delivered adjusted to Buyer by no later than thirty notice reflect the Tax Benefit to such Indemnified Person resulting from the payment of such claim. 10.2.2. The Company agrees to indemnify and hold harmless Buyer and their officers, directors, agents, shareholders and employeesamount, and each personthe amount of Damages for purposes of indemnification payments hereunder shall be so adjusted. For these purposes, "Tax Benefit" shall mean the actual reduction in federal and state taxes (as defined in Section 3.6) paid (determined, if anythe Indemnified Person is a member of a group with NetSelect that reports its taxes on a consolidated basis, who controls on a consolidated basis) which does or may control those parties within will result from the meaning appropriate tax treatment (as reasonably determined by the Indemnified Person) of such payment of the 1933 Act item of Damage as a deduction (whether immediate or through depreciation/amortization or otherwise) or credit and, in the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out case of any inaccuracydeterminable actual future Tax Benefit (i.e., misrepresentationa Tax Benefit which will not be realized for the tax year such indemnification payment is made), breach of, or default in, any such amount shall be discounted to its present value using a discount rate equal to the Prime Rate as published in The Wall Street Journal as of the representations, warranties or covenants given or made by The Company in this Agreement or in any certificate delivered by or on behalf date of The Company pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at satisfaction of the Closing Date)claim. Any claim of indemnity made by an Indemnified Person under this section Section 11.2 must be asserted in a writing delivered to Buyer notice of such claim. 10.2.3. Sellers agree to indemnify and hold harmless The Company and Buyer their officers, directors, agents, shareholders and employees, and each person, if any, who controls or may control those parties within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by Newco in this Agreement or in any certificate delivered by or on behalf of the Seller pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this section must be asserted in a writing delivered to the Sellers by no later than thirty (30) days notice the Release Date. An Indemnified Person may not make a claim for indemnification pursuant to Section 11 unless, at the time such assertion of such a claim is made, the Indemnified Person has a good faith basis for assertion of the claim.