Common use of General Indemnification Rules Clause in Contracts

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the an Indemnifying Party to indemnify the an Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) Section 4.4 and 3.4, such representation and warranty terminated4.5; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation50,000; (3c) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party notwithstanding anything to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party contrary in this Agreement. (9) The amount , the aggregate liability of any Claim due a Shareholder under this Agreement shall be reduced by:limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2; (ad) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of any insurance such Claim in cash, or other reimbursement received (ii) by the Indemnified Party in relation transferring to the breach or other event giving rise Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and (be) the amount expected in no event shall any Indemnifying Party be liable to be recovered under any counterclaims against third parties in relation Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or other event giving rise to the Claimalleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of PlantX or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is an Aura Shareholder to any and all Indemnified Parties for the aggregate of all claims under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 3.01 (and, if such excessIndemnifying Party is also a holder of Aura Closing Convertible Securities the value of the Replacement Convertible Securities received by such Indemnifying Party in respect of its Aura Closing Convertible Securities pursuant to Section 3.02, if applicable); providedfor greater certainty, howeverno Aura Shareholder shall be liable, that in no event shall the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Payment Shares; (d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a holder of Aura Closing Convertible Securities, to any and all Indemnified Parties under this Article VIII shall be liable for any Claims limited to the value of the Replacement Convertible Securities, as applicable, received by such Indemnifying Party in excess respect of $1,500,000 its Aura Closing Convertible Securities, pursuant to Section 3.02 (if applicable, and, if such Indemnifying Party is or becomes an Aura Shareholder prior to Closing, the amount paid to such Indemnifying Party in the aggregate. Notwithstanding the foregoing, this limitation respect of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationits Purchased Shares pursuant to Section 3.01); (3e) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Aura or the Purchaser to any and all Indemnified Parties under this Article VII shall be limited to the value of the Payment Shares issuable under this Agreement; (f) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4g) Except except in the circumstance contemplated by Section 7.5(59.06(f), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5h) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6i) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7j) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of AlphaMind or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.02; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Nabati or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Springleaf or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.43.3 or 3.4 as the case may be, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify In the Indemnified Party shall only apply to the extent event that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (43) Except in the circumstance contemplated by Section 7.5(56.6(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (54) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim; (65) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (76) Notwithstanding Each of the Vendors shall be responsible for indemnifying the Purchaser for any claims for indemnification arising as a result of a breach of a representation, warranty or covenant on the part of the Principal Vendors referred to Section 7.4(2)6.2 herein for his/her/its pro rata shares of the Cash Consideration of the Purchase Price received by him/her/it and deposited at Closing “in trust”, until the aggregate amount of all such claims for indemnification exceeds an amount equal to the Cash Consideration of the Purchase Price that he/she/it received and was deposited “in trust” pursuant to Section 2.3(2) herein (the “Threshold”) and then to the extent that such claims exceed the Threshold, the Indemnifying Party Purchaser shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in be entitled to recover the opinion excess only from the Principal Vendors pursuant to the Principal Agreement. The liability of each of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party Vendors with respect to any claim for indemnification referred to Section 6.2 herein among themselves, shall not be solidary but joint only (up to their respective share) and all breaches the liability of any agreementeach of the Vendors save and except the Principal Vendors, covenantwith respect to the claim referred to Section 6.2 only, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement to the Purchaser shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation limited to the breach or other event giving rise portion of the Cash Consideration of the Purchase Price that he/she/it received from the Purchaser and which was deposited “in trust” pursuant to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the ClaimSection 2.3(2).

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Shares pursuant to Section 2.01 for greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Lexington or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the an Indemnifying Party to indemnify the an Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) Section 4.4 and 3.4, such representation and warranty terminated4.5; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;the (3c) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party notwithstanding anything to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party contrary in this Agreement. (9) The amount , the aggregate liability of any Claim due a Shareholder under this Agreement shall be reduced by:limited to 50% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be $0.10; (ad) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of any insurance such Claim in cash, or other reimbursement received (ii) by the Indemnified Party in relation transferring to the breach or other event giving rise Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be $0.10. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and (be) the amount expected in no event shall any Indemnifying Party be liable to be recovered under any counterclaims against third parties in relation Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or other event giving rise to the Claimalleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) 8.3 and 3.48.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Losses related to the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (100,000, and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of up to a maximum amount equal to $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation10,000,000; (3) If In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and; (7) Notwithstanding Section 7.4(2), the The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.; (8) The provisions Each of the Company and Purchaser agrees that any payment made under this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation 8 to the breach or other event giving rise shall be, and will be treated by them on their Tax Returns, as an adjustment to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the ClaimPurchase Price.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any without limiting the generality of Sections 8.01 and 8.02, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation25,000; (3) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of DocSun or BioRegenx to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Closing BioRegenx Common Shares issuable under this Agreement; (4) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law Applicable Laws to make a payment to any person Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (45) Except except in the circumstance contemplated by Section 7.5(5)8.04, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (56) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (67) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), 8) the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 0 shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the an Indemnifying Party to indemnify the an Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty shall covenant will be made not later than the date on which, pursuant subject to Sections 3.2(43) Section 4.4 and 3.4, such representation and warranty terminated4.5; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect 50,000. Once the aggregate of such excess); providedall Claims exceeds $50,000, however, that in no event shall an the Indemnifying Party will only be liable for any Claims amounts in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationthereof; (3c) If any Third Party Claim is notwithstanding anything to the contrary in this Agreement, the aggregate liability of a nature Shareholder under this Agreement will be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the Indemnified Party value assigned to each Consideration Share will be $0.2025; (d) a Shareholder who is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the an Indemnifying Party shallmay, forthwith after demand at its option, elect to satisfy any Claim for which it is determined to be liable by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount either (i) payment of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference Claim in cash, or (ii) by transferring to the Indemnifying Party; (4) Except in Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control value of the negotiation, settlement or defence of any Third Party such Claim, it being understood that for such purpose the Indemnified Party shall not negotiatevalue assigned to each Consideration Share will be $0.2025. For greater certainty, settle, compromise or pay any Third Party if such Shareholder elects to satisfy such Claim except with by transferring Consideration Shares to the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2)Purchaser for cancellation, the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, Purchaser will have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect no recourse whatsoever to any and all breaches other property, assets, rights or interests of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount Shareholder for the purpose of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the satisfying such Claim; and (be) the amount expected in no event will any Indemnifying Party be liable to be recovered under any counterclaims against third parties in relation Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or other event giving rise to the Claimalleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation25,000; (3) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Horizon Shareholder to any and all Indemnified Parties under this Article IX shall be limited to the amount paid, or deemed to be paid, to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.02, and for greater certainty, no Horizon Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares; (4) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Horizon or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Consideration Shares issuable under this Agreement; (5) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law Applicable Laws to make a payment to any person Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (46) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (57) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The 8) 36 LEGAL_29637706.5 the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (79) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02, or 8.03 , any Claim arising as a result of a for breach of a representation any representation, warranty or warranty shall covenant will be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement shall only apply be limited to the amount paid by such Indemnifying Party in respect of such excess)its Canuck Shares pursuant to Section 2.02; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationConsideration Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Canuck or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law Applicable Laws to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shallwill, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld); (5g) The the Indemnified Party shall will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall will cooperate fully with each other with respect to Third Party Claims and shall will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall VIII will constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Global shopCBD or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. ‌ The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Indemnification Claim arising as a result of a misrepresentation or incorrectness in or breach of a any representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4Section 3.4 or Section 3.5, as applicable, such representation and warranty terminated;. (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;. (43) Except in the circumstance contemplated by Section 7.5(5), and whether Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim Claim, except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);. (54) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;. (65) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and. (76) Notwithstanding Section 7.4(2), the The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party, the Corporation or TS Calgary. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any any Claim arising as a result of a breach of a representation or warranty shall will be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, Section 2.09 such representation and warranty terminated; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation10,000; (3c) If to the extent permitted by applicable Law, the Parties will treat payments under the indemnification provisions of Article VII as an adjustment to the aggregate monetary value of the Consideration Shares; (d) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shallwill, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Third-Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shallwill, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4e) Except except in the circumstance contemplated by Section 7.5(57.08(f), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnified Party shall will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld); (5f) The the Indemnified Party shall will not permit any right of appeal in respect of any Third Third-Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Third- Party Claim;; and (6g) The the Indemnified Party and the Indemnifying Party shall will cooperate fully with each other with respect to Third Party Claims and shall will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Member to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Membership Interests pursuant to Section 2.01 for greater certainty, howeverno Member shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Hollister or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 12.1, 12.2 and 12.3, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 8.4; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 20,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is an Isracann Shareholder to any and all Indemnified Parties under this Article 12 shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Isracann Shares pursuant to Section 2.1; providedfor greater certainty, howeverno Isracann Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationIsracann Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Isracann or the Issuer to any and all Indemnified Parties under this Article 12 Error! Reference source not found.shall be limited to the value of the Issuer Consideration Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)12.5, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 12 shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02, or 9.03 , any Claim arising as a result of a for breach of a representation any representation, warranty or warranty shall covenant will be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (and shall only apply c) notwithstanding anything to the contrary in respect this Agreement, the aggregate liability of such excess); provided, however, that in no event shall an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement will be liable for any Claims limited to the value of the Consideration Shares as set out in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationsuch Shareholder received ; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Modern Meat or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shallwill, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;Party;‌ (4f) Except except in the circumstance contemplated by Section 7.5(59.06(e), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld); (5g) The the Indemnified Party shall will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall will cooperate fully with each other with respect to Third Party Claims and shall will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall VIII will constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Securityholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Securityholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Pharmather or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and Section 3.4, such representation and or warranty terminated; (2) The Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 [**]35 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate[**]36. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;; 35 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 36 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and; (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact effect on the Indemnified Party.; (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement.; and (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of AMPD or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Purpose ESG or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02, or 9.03 , any Claim arising as a result of a for breach of a representation any representation, warranty or warranty shall covenant will be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (and shall only apply c) notwithstanding anything to the contrary in respect this Agreement, the aggregate liability of such excess); provided, however, that in no event shall an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement will be liable for any Claims limited to the value of the Consideration Securities as set out in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationsuch Shareholder received; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of SLFC or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Securities issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shallwill, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;Party;‌ (4f) Except except in the circumstance contemplated by Section 7.5(59.06(e), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld); (5g) The the Indemnified Party shall will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall will cooperate fully with each other with respect to Third Party Claims and shall will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall VIII will constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, Section 5.04 such representation and warranty terminated; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation10,000; (3c) If to the extent permitted by applicable law, the parties shall treat payments under the indemnification provisions of Article VII as an adjustment to the Total Consideration; (d) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4e) Except except in the circumstance contemplated by Section 7.5(57.08(f), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5f) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6g) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7h) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 C$50,000; (and c) the Purchaser shall only apply in respect not be entitled to recover under Section 9.02 or 9.03 hereof until the aggregate of all such excess)Losses or Claims, including Third Party Claims, exceeds C$50,000; provided, provided however, that in no event shall an Indemnifying if the aggregate of all such Losses or Claims, including Third Party be liable for any Claims in excess Claims, exceeds C$50,000; the maximum liability of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim Shareholders under Section 9.03 is the result value of fraud or 50% of the the then unissued Deferred Payment Shares issuable to the Shareholders (the “Clawback Shares”), which for the purpose of this Article 9 shall have a fraudulent misrepresentationvalue of C$0.75 per Clawback Share and the Purchaser’s sole recourse shall be to cancel and forfeit any rights of the Shareholders to the applicable number of Clawback Shares. For greater certainty, the Shareholder shall be obligated pursuant to the terms of this Agreement to take any and all actions as may be required by law for the Purchaser to cancel all Clawback Shares, up to the value of the applicable Claims under this Article 9; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Beyond Oil or the Purchaser to any and all Indemnified Parties under this 0 shall be limited to the value of the Payment Shares issued under this Agreement, with a deemed price of C$0.75 per Payment Share; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall 9shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall will also be subject to the following: (1a) Any without limiting the generality of Sections 5.01, 5.02, or 5.03 , any Claim arising as a result of a for breach of a representation any representation, warranty or warranty shall covenant will be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 4.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Securityholder to any and all Indemnified Parties under this Agreement shall only apply be limited to the amount paid by such Indemnifying Party in respect of such excess)its Zeal Shares pursuant to Section 2.02; providedfor greater certainty, howeverno Securityholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoingConsideration Shares and Replacement Warrants, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationas applicable; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Zeal or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law Applicable Laws to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shallwill, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)5.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld); (5g) The the Indemnified Party shall will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall will cooperate fully with each other with respect to Third Party Claims and shall will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall V will constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) 9.3 and 3.49.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Losses related to the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (100,000, and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of up to a maximum amount equal to $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation10,000,000; (3) If In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and; (7) Notwithstanding Section 7.4(2), the The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.; (8) The provisions Each of the Seller and Purchaser agrees that any payment made under this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation 8 to the breach or other event giving rise shall be, and will be treated by them on their Tax Returns, as an adjustment to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the ClaimPurchase Price.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Silver Hammer or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of XXXX or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.02; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Midori or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation10,000; (3b) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of TargetCo or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Consideration Shares issuable and securities issuable under this Agreement, including securities issuable in exchange for the TargetCo Debentures and TargetCo Shares pursuant to the Third TargetCo Financing; (c) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4d) Except except in the circumstance contemplated by Section 7.5(5)8.04, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5e) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6f) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7g) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any Indemnification Claim arising as a result of a misrepresentation or incorrectness in or breach of a any representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4Section 9.1, such representation and warranty terminated;. (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3b) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;. (4c) Except in the circumstance contemplated by Section 7.5(59.8(d), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim Claim, except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);. (5d) Each Seller’s Liability in respect of any Claim shall be several and not joint and, subject to Section 9.9(d), the aggregate Liability of each Seller to the Indemnified Parties shall not exceed an amount equal to the portion of the Purchase Price paid or payable by the Purchaser to such Seller plus any portion of the Earnout Amount which is paid or becomes payable by the Purchaser to such Seller. (e) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;. (6f) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and. (7g) Notwithstanding Section 7.4(2), the The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified PartyParty or the Company. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.43.3, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (43) Except in the circumstance contemplated by Section 7.5(57.5(4), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (54) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (65) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (76) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) 7) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) 8) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Indemnifying Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim. (9) Notwithstanding any provision contained herein to the contrary: (a) there shall be no liability of an Indemnifying Party for any Claim unless an individual Claim group or series of Claims exceed $10,000, it being understood that such Claims shall accumulate until such time or times as the aggregate of all such Claims exceed $10,000, whereupon the Indemnified Party shall be entitled to claim indemnification hereunder for all such Claims including such accumulated $10,000amount; and (b) the maximum cumulative amount of Claims recoverable from the Indemnified Party under this Agreement shall in no event exceed $700,000.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 11.1, 11.2 and 11.3, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 7.4; (2b) The the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation20,000; (3c) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of DCU or the Issuer to any and all Indemnified Parties under this Article 11 shall be limited to the value of the Issuer Consideration Shares and (as applicable) Issuer Additional Shares issuable under this Agreement; (d) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4e) Except except in the circumstance contemplated by Section 7.5(5)11.5, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5f) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6g) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7h) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 11 shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Securityholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Securityholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Labtronix or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of PlantX or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of the value of its pro rata share of the Payment Shares; based on a deemed value of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation0.05 per Payment Share; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Rosey or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement, based on a deemed value of $0.05 per Payment Share; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Blockchain or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 IX shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and Section 3.4, such representation and or warranty terminated; (2) The Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 [**]36 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate[**]37. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;; 36 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 37 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and; (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact effect on the Indemnified Party.; (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement.; and (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 5,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Panerai or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) 3.3 and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify In the Indemnified Party shall only apply to the extent event that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (43) Except in the circumstance contemplated by Section 7.5(56.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (54) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim; (65) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) No amounts may be claimed pursuant to Section 6.1 unless and until the Purchaser shall have suffered indemnifiable amount of Claim or Claims in excess of $100,000.00 in the aggregate provided that the foregoing shall not change, alter or adversely affect the right of the Purchaser and obligation of the Principal Vendors under the Escrow Agreements. Notwithstanding Section 7.4(2)the foregoing, upon the indemnifiable amount of a Claim or Claims attaining $100,000.00, the Indemnifying Party Purchaser may recover the entire indemnifiable amount commencing with the first dollar of the indemnifiable amount. The Purchaser acknowledges that the Vendors shall not settle assume and be liable for part of the indemnification in connection with any Third Party Claim or conduct any related legal or administrative proceeding made by the Purchaser pursuant to the provisions contained in a manner which would, Section 6.6(6) and up to the maximum amount stated in the opinion of Share Purchase Agreement entered into at the Indemnified Party, acting reasonably, have a material adverse impact on date hereof between the Indemnified PartyPurchaser and the Vendors. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any Without limiting the generality of Section 17.1, 17.2 and 17.3 any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall also be made not later than the date on which, pursuant subject to Sections 3.2(43) 3.2 and 3.45.2, such representation and warranty terminatedas applicable; (2b) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Securityholder to any and all Indemnified Parties under this Article 17 shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Acquired Corporation Shares pursuant to Article 2; providedfor greater certainty, howeverno Securityholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationConsideration Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of the Corporation or the Acquiror to any and all Indemnified Parties under this Article 17 shall be limited to the aggregate value of the Consideration Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)17.5, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 15 shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 20,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Shares pursuant to Section 2.01 for greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of MindLeap or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) 3.3 and 3.4, such representation and warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 200,000 (and shall only apply in respect of such excess); provided) but are less than $2,000,000, however, provided that such obligation to indemnify shall only apply in no event respect of an individual Claim which exceeds $25,000 and any individual Claim below such threshold shall an be disregarded by the Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationParty; (3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Indemnifying Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 20,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Shares pursuant to Section 2.01 for greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Mydecine or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 7.01, 7.02 and 7.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 6.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 25,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article 7 shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess)its Purchased Shares pursuant to Section 2.01; providedfor greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of Boba or the Purchaser to any and all Indemnified Parties under this Article 7 shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)7.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 20,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Shares pursuant to Section 2.01 for greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of NeuroPharm or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.

General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1a) Any without limiting the generality of Sections 8.01, 8.02 and 8.03, any Claim arising as a result of a for breach of a representation any representation, warranty or warranty covenant shall be made not later than the date on which, pursuant subject to Sections 3.2(43) and 3.4, such representation and warranty terminatedSection 5.04; (2b) The the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 10,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall only apply be limited to the amount paid to such Indemnifying Party in respect of such excess); providedits Purchased Shares pursuant to Section 2.01 for greater certainty, howeverno Shareholder shall be liable, that in no event shall an Indemnifying Party be liable the aggregate, to any and all Indemnified Parties for any Claims amount in excess of $1,500,000 in the aggregate. Notwithstanding value of its pro rata share of the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentationPayment Shares; (3d) If notwithstanding anything to the contrary in this Agreement, the aggregate liability of FSB or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement; (e) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law law to make a payment to any person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party; (4f) Except except in the circumstance contemplated by Section 7.5(5)8.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence defense of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (5g) The the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (6h) The the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and (7i) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party. (8) The provisions of this Article 7 VIII shall constitute the sole remedy available to a Party party against another Party party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party party in this Agreement. (9) The amount of any Claim due under this Agreement shall be reduced by: (a) the amount of any insurance or other reimbursement received by the Indemnified Party in relation to the breach or other event giving rise to the Claim; and (b) the amount expected to be recovered under any counterclaims against third parties in relation to the breach or other event giving rise to the Claim.